


Sanctuary

by Woozletania



Series: Sanctuary [9]
Category: Guardians of the Galaxy - All Media Types
Genre: Blood and Violence, F/M
Language: English
Status: Completed
Published: 2017-07-07
Updated: 2017-09-16
Packaged: 2018-11-28 19:33:29
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 14
Words: 25,895
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/11424693
Author URL: https://archiveofourown.org/users/Woozletania/pseuds/Woozletania
Summary: "It's happening again", was all the E-mail's subject read, but Rocket knew at once what he needed to do.  He couldn't let it happen again.  Never again.Sequel to Living With Rocket.





	1. Never again

**Summary for the Chapter:**

> An E-mail from a friend. That's all it takes, and Rocket is ready to kill to keep the horror from starting up again.

It started one day in the most innocuous way imaginable: nothing more dramatic than an E-mail.

"Hey Rock," Quill said, slumped back in the pilot's chair idly scanning the screen as he helped Rocket work on a problem with the Milano. "Got a letter from your doctor friend."

"Those're always good," Rocket replied, his head and body down to the armpits inside a panel working on control connections. "Try the upper right aileron control."  
  
Star-Lord obediently pressed a control and Rocket made a happy noise from inside the console, his ringed tail twitching in not-quite-a-wag. Peter went on. "Weird thing is the subject line is public but the body is locked, or I'd read it to you. All I can see is 'P. Foster' and 'It's happening again'."

There was a dull bang from inside the console as Rocket's tail went stiff. Peter watched curiously as a hand appeared, set down a wrench. Rocket's voice was deadly calm. "Read that again, Pete."

"'It's happening again.' That's all I can read, man."

"Oh. Okay then." The hand grabbed the wrench and Rocket worked briefly, then slid back into view. As usual he was covered with dust and smears of grease but a spot of bloody fur over one eye showed where he'd hit his head. "That'll hold it. I gotta hit the can."

Gamora came up the stairs just as Rocket went down and the little raccoon pushed past her with even worse manners than usual. The green-skinned assassin took one look at the open panel and discarded tools the raccoon left in his wake and came to the obvious conclusion. "In the middle of something? Mantis has lunch ready."  
  
"I guess.". Peter fiddled with the controls, watching the indicators as he tried the various control surfaces, thrusters and engines. "Looks like it's all working. Figure Rocket will want to work on it more though, he doesn't leave his personal tool kit just lying where everyone can get at it unless he's in the middle of something."

But Rocket didn't show up at lunch and didn't answer when Mantis knocked on his door. Weirdly enough he'd even locked Groot out and the tree, a little taller than the raccoon now and going through early teenage crankiness, spent two minutes banging on the door until Rocket finally swore and opened it. "What? I was just doin' some stuff."

Groot handed him back his tools, which got a grunt of something like 'thanks' from the raccoon, who then finally emerged and locked the door behind him. Drax happened by just then and the three made their way to the common area for a belated lunch.

Peter, Gamora and Mantis were all there around the table and Mantis reached out without thinking to pet Rocket, seeing from the angle of his ears that he was in a bad mood. Rocket was a lot more likely to let someone pet him these days but this time he flinched away and sat by himself, grabbing one of the sandwiches from the platter without a word.

Seeing Rocket in a bad mood was nothing new but he was usually nicer to Mantis than this and Peter spoke up. "Was that letter bad news, Rock?"

"Oh that," Rocket grunted between bites. "Not really. He did say he met another guy who's up on my model of cybernetics and that I should have him take a quick look next time I'm in the area. So I wanna swing by Kopleth today, since we're between money runs."

"Kopleth? Dull place, but I guess," Peter said. There was nothing but the sound of munching and Drax loudly slurping soup after that until Rocket finished eating. The second the door to his room closed, though, the conversation started up again.

"You don't believe him, do you?" Said Gamora.

"Not for a second," Quill replied.

"I am Groot," said the sapling.

"Yes," rumbled Drax. "He had his weapons out and a bag of bombs half packed when I saw into his room for a moment. Whatever he's going to Kopleth for, it is not to see a doctor."

Gamora's smart pad beeped, and she read the message before turning the screen so the others could see. It was from Nebula. _Not supposed to tell you this, but he's in your crew. Rocket just asked me to help him kill some people. Something going on I should know about?_

Rocket should have known that on a ship this small it was impossible to keep secrets. Perhaps he did, because when they arrived on Kopleth and he made his way down the docking ramp, bag-full-o-guns over his shoulder, it was an expression of resignation more than anything else that crossed his face when he found his friends waiting at the bottom.

"Before you say anything," he said. "This isn't anything you want to be a part of. It's personal business."

Gamora held up her smart pad once more. _If you are reading this I am dead, on the run or in jail. The bounty on me will be huge if it's the middle one, so I'll understand if you come after me. It was something I had to do. No apologies._

Rocket groaned. "That was supposed to be time locked until tomorrow."

"Not when I know to look," Gamora said. "And I knew something was going on."

"Yes," said Nebula as she stepped off her ship. "What is going on, fox?"

"It's happening again," Rocket said a little later in the Milano's common area. "I can't let it happen again. Never again."

"What's going on, buddy?'

Rocket sat with his ears down and his little clawed hands between his knees. He counted the grenades on his belt, twice, before continuing. "Doc Foster got a job offer. They knew he worked at Halfworld and gave him a virtual tour of the new facility. Animal Uplift. Cybernetic implants. Vivisection. Euthanizing the subjects when they were done. Somehow they had data files from the Halfworld complex. There must have been a backup elsewhere and now it's all happening again."

There were no tears in the raccoon's eyes. Just determination. "If I have to spend the rest of my life in a cell to stop this, I'll do it. Every one of these bastards has to die. But research like this is legal on Kopleth. I'm going, but the rest of you oughta get out of here now. 'Cept maybe the lady who already has a giant bounty on her bald head," he said, nodding to Nebula.

"You're not going, buddy," Star-Lord said. "Not without me."

"There will be heavy security, yes?" Drax asked, and Rocket nodded. "Then I will not be left out of a good fight."

"And if my sister goes, I go," said Gamora. Nebula just smiled.

"I am Groot."  


"You don't get it," Rocket said. "We spent the last year building up a reputation. This could destroy it. If it's just me you can say I was a rogue. I'm expendable."

"No," Gamora said, and everyone (except maybe Nebula) said together, "You aren't."

Rocket sighed. Not surprised, just a little sad. Peter spoke up next. "So you got a plan, little buddy?"

"'Course I got a plan," Rocket mumbled. "Always got a plan."

"One that involves all of us, not just you?"

"Told you," Rocket said with the beginning of a smile. "I always got a plan."

And that's why it was that Drax, armed with a missile launcher of Rocket's own design, Gamora with her plasma rifle and Quill with his pistols stormed the front of the complex to draw attention away from the back, while Rocket, Rocket-sized Groot and Nebula, whose cybernetics made her eerily flexible, entered via the ductwork Rocket had identified from the schematics he'd studied. Some of the vents were too small for even Nebula and so they soon separated with a whispered "Kill only when necessary," for Rocket eventually allowed himself to be reminded that not everyone they encountered would be a monster.

Yet the first thing he did was drop out of an air vent onto the shoulders of a Xandarian who was cutting open a black-furred creature, dig his claws into the man's throat and rip it out. "Nod if you understand," he whispered, undoing the furry thing's restraints even as the researcher toppled over. It nodded, and Rocket slapped an emergency medical patch over the hole the "doctor" had put in the long-eared creature and gestured for it to follow him.

There was a thump against the wall nearby, probably Nebula shattering some fool's skull, and a black-clad security guard popped through a door only to get a chest full of Rocket's hand-made APX - Armor Piercing Explosive - rounds. The next room had nothing but a few empty cages and bloodstained operating tables, though Rocket reflexively pocketed a handful of servo components from a table. Distant shouts and gunfire meant the other Guardians were fighting their way in and this place clearly wasn't built and staffed to withstand a major assault, which was just what you got when Gamora and Drax led an attack.

"I am Groot?" The black-furred test subject jumped when a three-foot-tree man man his appearance but Rocket just smiled. "Yeah, can you get that door?". He'd been about to blast the armored portal but Groot's strength was all out of proportion to his size and his tendrils ripped the thing from its hinges.

"Jackpot!" Cages, test subjects - and a couple of guards. Rocket got one before they recovered from the sudden disappearance of the armored door and speed and small size gave him the advantage he needed to take out the other.

"Get 'em out, get 'em out!" He blew away what he recognized as a cybernetics jammer mounted just outside the row of cages and Groot ripped the door off the nearest just as a white-jacketed researcher appeared. Rocket hesitated to shoot an unarmed man and thus made a mistake that would make him wake staring at the ceiling and shaking for years afterward. The man didn't need a gun to smash his hand into a panic button and the result was clouds of green poison gas spraying from nozzles on the ceiling.

"Shit! Hurry!" The furthest cages were already out of sight in a cloud of poison, as was the researcher, and Rocket resorted to shooting the locks off the cages he could still see. Half shaved, cybernetic implant-studded animals of several unfamiliar species leapt out and ran for the door and Rocket cursed as he shot the lock off a cage that held a shivering yellow-furred creature curled in a ball as far away from the bars as it could get. He had already breathed more of the green gas than he liked and all he could do was grab the thing and yank it out of the cage.

 _Mistake._ He should have known it would panic and with an animalistic shriek the long, flexible yellow creature wrapped around him like a snake and sank sharp fangs into his neck. The spray of red told him he was in real trouble but Rocket was no stranger to pain and he grabbed a gas-added creature from another cage and staggered for the door, weighed down by two of them and passing the handheld one off to Groot as he made it through the doorway and slammed it shut. Everything still alive in that room wouldn't be that way for long and he wasn't doing so good either. The whiskery muzzle was still clamped down on the side of his neck and Groot had to help him run the few dozen yards to daylight.

What he saw when he burst into the light astonished him. Not just the Guardians but hovering Nova fighters, not to mention ground troops who had rounded up a dozen white-coated researchers and were similarly trying to keep track of at least that many research animals. His keen ears picked up the argument going on between a Nova officer - he recognized Dey - and what must be the head researcher. "No authority here - research animals, perfectly legal," and something about "Murderous thugs."

Rocket ignored the blood running down his chest, got his fingers into the scruff of the yellow thing slowly killing him with its bite and whispered, "Listen - all of you Subjects, listen, say this -"

"Rocket!" Quill came running as Rocket's vision began to gray around the edges, blood loss and gas, and Gamora right behind him. No sign of Nebula of course, she'd wisely taken a powder. Just then the yellow thing's fangs came out of his neck and it said, slowly and clearly to the nearest Nova corpsman:

"In accordance with the Uniform Sapience Act -"

"No!" The head researcher tried to intervene, only for Drax to clothesline him to the ground.

"I request sanctuary on the basis of inhumane treatment," the yellow thing said, and the other animals repeated "Sanctuary, sanctuary," and the less Uplifted or vocal ones spitting out the syllables the way he used to, "sanct-u-ary,"

And then Rocket was falling over, weighed down by the yellow thing and never so happy in his life to hear one word. It'd all been worth it. Live or die, it was _so worth it._


	2. Subject Nine-Six-Lima-Zero-Two

**Summary for the Chapter:**

> Back on board the Milano, Rocket finds himself sharing a cabin with a strange and not entirely unwelcome creature.

_So, not dead,_ were Rocket's first thoughts when he woke. His neck hurt, his chest hurt, and oddly enough his leg hurt too. And the second thing that passed through his mind when he opened his eyes was how familiar the metal ceiling looked.

"Why am I not in jail," he mused, and Peter jerked upright in the chair next to the bunk, dropping the Zune headphones he'd been tinkering with. A strange animal chirp came from low down, out of his range of vision, but it hurt to turn his neck so he couldn't see what made it.

"Rocket! Hey, everybody, he's awake!" In an instant the room was crowded with the crew, and even Nebula, and Rocket realized he was in Peter's quarters on board the Milano. The captain's cabin, if you could call it that, was about fifteen percent larger than the space he had before he turned it into a lifeboat and started sleeping in his round padded bed.

"I have lots of questions," Rocket said, and then there was another, because a sleek yellow head sporting long, familiar whiskers popped into view as well. He'd never gotten a good look at it but this was indisputably the creature that nearly killed him. He was too tired and sore to hold that against her. "I guess they all fall under 'what happened'."

"Peter had an idea," Gamora said, and Mantis smiled as she gently scratched Rocket's ears. "A good one, for a change."

"Thanks Gamora," Pete said sourly. "I called Nova Corps before we went to the compound to see if I could get them to look the other way for a little while as we took off for our new outlaw lives. When I explained what was going on to Dey he said the following," with that he pointed at Drax.

"Animal research is legal in many places," the giant intoned. "But as far as Nova is concerned, Uplift, or at least the abuse of the resulting sapients is legal nowhere."

Peter grinned. "Since Kopleth has no military to speak of they couldn't do much when a Nova troop transport and escorts showed up. Even medics who patched you up, though it was a near thing. You had nerve gas in your system, a nicked artery in your neck and a splinter from a ricochet or something in your calf below the armor."

"So we're not outlaws," Rocket said wonderingly. "What about the research subjects?"

"Under Nova supervision," Gamora said. "To be granted full sapient rights and a share of the penalty fines being assessed against the company. And we get a share of that too."

"Free money!" Pete cheered. "A reward for just doing good things!"

"What about her?" Rocket looked at the whiskery creature, seeing the bolts almost concealed by her fur where the artificial collarbones lay. He had bolts like that, too.

"Her?" Pete looked puzzled. "You mean 96L02?"

"Subject Nine-Six-Lima-Zero-Two reports as ordered, sir," the creature said, and stood up as straight as its long cylindrical body allowed. Rocket winced.

"Damn it Pete, you know better than that. That's not a name and she - yeah, you bald bodies have no noses I know but she is a she - is conditioned to respond to that number. I don't want to hear one of you say it again. Ever."

He reached over to see how she would react, careful not to touch, and webbed hands/forepaws clasped his fingers. "Rocket," she chirped. "So so-ree I bit you."

"I woulda done the same thing," Rocket said. "Ask Pete. He got the scars to prove it. Now we need to get you a name."

She stood bolt upright. "Subject Nine-Six-Lima-"

"No!" She shrank back, her little low-set ears sinking. "That was what _they_ called you. You don't belong to them now. You can have any name you want."

"But I don't have a name," she chirped.

Do you know the names of the researchers?"

"Rocket," Peter said firmly. "You are not naming her after guys you killed to get her out."

"Hey, it worked for me. And I only killed four anyway."

"I am Groot."

"That guy killed himself," Rocket said, and that brought back bad memories. "How many got out? Test subjects that is."

"Thirteen," Gamora said, "But one died from gas exposure. Before you ask, including the one in the operating room there were twenty-six in various stages of Uplift."

Rocket swore, but Peter cut him off. "Subject-" and the yellow creature stood bolt upright, "Er, Lima told us what happened. Rocket, I was the one who told you not to shoot people who weren't a threat. It's my fault. And if we'd all gone in the front, which was _my_ plan, they would have gassed them all. Your plan got some of them out and would have got them all out if you hadn't listened to me. So blame me, not yourself."

"It's all right," Rocket grunted. "I woulda hesitated anyway. Didn't think a guy would kill himself just to get rid of some Subjects."

Lima stood bolt upright at the word. "Why is she doing that, Rock? You don't do that when people say 89P-" Rocket let out an inarticulate growl and Pete stopped. "Oh yeah, you killed all the people who called you that."

"Except Doc Foster," but then Lima was gripping his clawed hand again in her webby ones.

"Why are you so angry, Rocket," she chirped, and Pete smothered a laugh.

"'Cause I was made to be angry. To be a weapon. You don't have to be like me, Lima."

"I'm not," she said immediately. "I am for linguistics, and diplomacy, and companionship. I am to be cute." And with her whiskers and ink-dark eyes she certainly was.

"No! You don't gotta be what they made you. You can be whatever you want."

"I don't know what I want to be," she chirped, and Rocket smiled sadly.

"Welcome to the club, lady."

One by one the others wished him goodnight and left for their beds, for it was very late indeed. He'd apparently been granted Peter's cabin until he recovered, though he protested that he didn't need anywhere near that much space.

“You're in no shape to curl up to sleep,” Peter said. “You need a real bed.”

 _I've got a real bed, and it's round,_ Rocket thought but did not say. That brought it to mind when Lima dropped down to all fours and curled up on a wadded-up blanket.

“Groot,” Rocket mumbled, and then spoke up despite his sore chest. “Groot!”

“I am Groot?” Naturally, the tree had been resting right outside the door. He wasn't going anywhere until he was sure Rocket was fully recovered.

“Get my bed, please.”

“I am Groot?”

“No, it's not for me. Pete will yell at me if he has to sleep on a bunk and I don't use the bed he's lent me. And yeah, I'm too sore to curl up. But look,” Rocket said, and gestured at Lima.

“I am Groot.”

“Thanks, pal.”

A moment later the tree was back with the round, padded bed, the one embroidered with “Rocket” and the Ravager symbol. Rocket knew perfectly well it was a pet bed Pete picked up on Earth but Pete never lorded that over him (which showed he had an active survival instinct) and the thing was damn comfortable.

“Lima.” The yellow creature – Rocket was sure there was a species name for her, but he had no idea what it was except that she was clearly designed for an aquatic life – popped her head up out of the nest of blankets. “Use this. It's comfy.”

She slithered out of the blankets on her short web-footed legs and gave it a sniff. “It smells like you, Rocket.”

“Yeah, I sleep in it, but you need it more than I do right now.”

“Are you sure?”

“Yeah.”

Rocket smiled as she curled up in a ball in the padded bed, just as he did. She was long and sinuous compared to his more humanoid build, but she still fit perfectly into the thing.

There was a time he and Groot shared the thing every night, but Groot was too big now. That had taken a lot of getting used to. For years he'd slept in leafy beds Groot grew each night, then he and mini-Groot shared various beds, and then ultimately it was just Rocket, and now it was just Lima, or whatever her name would eventually be.

“Good night, Lima. Tomorrow we'll talk about your name.”  


And that would have been the end of it, except that later, when the ship lights were turned down to a dim glow, Rocket was woken by a familiar sound. A nervous chattering, whining, and the sound of claws on fabric.

Lima was in the midst of a nightmare. He'd heard all these sounds before from himself, and heard them described to him. She twitched in the round bed, and whined, and he had all too good an idea of what she was dreaming about.

He'd always been the one to wake screaming, or shivering. Peter had the occasional nightmare, and with good reason, but he was stronger than Rocket. Or maybe his nightmares didn't involve being strapped down and cut open. Rocket didn't know what Pete had nightmares about. Ego? The Ravagers? His mother dying? Yondu?

He did know how Pete had helped him with his own night terrors, though. Rocket winced as he sat up, and using the cabin chair as a stepping stool (not something he'd normally need) finally made it to the floor. He was tough, he healed fast, but the nerve gas had really done a number on him. Stapled-up wounds in neck and leg didn't hurt half as much as his chest but he dropped to all fours and padded over to the round bed and its occupant.

Peter, much larger than himself, had just petted him or rubbed his back to get him to relax. Lima was as big as he was, though, and the only way he could see to make her feel safe was to crawl into the round bed and snuggle up next to her.

She moved in her sleep and soon her whiskery muzzle rested on his shoulder next to his own. Bit by bit she shifted and he moved with her until they were curled up together. If it weren't for their dramatically different fur colors and body shapes it'd be hard to tell where one ended and the other began.

By the time they were snuggled up together she had calmed, the shivering tension gone from her muscles and her breathing slow and relaxed. 

_What I should do now is wriggle out of here and get back on the bed,_ Rocket thought. But he was tired, and sore, and there was something about lying here snuggled up with another furry creature.

 _Safe,_ Rocket thought as he drifted off to sleep. _I feel safe. I hope she does too._


	3. Lylla

**Summary for the Chapter:**

> Peter completely misinterprets some perfectly innocent cuddling, and 96L02 gets a real name.

"Man, you work fast."

Rocket looked up from his plate of eggs and sausage. He'd wanted to head up to the cockpit - he knew he'd left that panel a mess when he got distracted by Doc Foster's letter and it made his fingers itch to leave something half put together like that - but the others insisted he have at least another full day off to recover.

"Whattaya mean? I haven't worked on anything today. Just woke up and came out to breakfast."

"Really? I looked in the cabin today and you and Lima were," Pete grinned and made some gestures Rocket couldn't scope out except to guess that they were rude.

"Wasn't like that," Rocket growled. "She was having a nightmare and I was just tryin' to calm her down. Fell asleep afterward, I guess."

"You sure buddy? It sure looked like you two were-"

"I am Groot!" Peter looked up to see Rocket's ears go back and the fangs come out. Groot grabbed Rocket just in time to keep the raccoon from coming across the table at him.

"Joke! Joke!" Peter backed away as Rocket snarled. "I didn't mean anything by it buddy!"

Groot still had his vines around Rocket, who struggled with all his might despite his injuries. "If you think 'I just rescued this poor little thing, got to jump in bed with her' then I'm not the _monster_ here, Pete!"

"That's enough!" Gamora literally put her foot down, stomping the deck plates hard enough that everyone jumped. "Rocket, Peter was just being stupid. Peter, apologize."

"Sorry man," Peter said. "I wasn't thinking. You know me, I say stupid things."

Rocket, panting, finally settled down, one hand pressed against his chest. He still hadn't fully recovered from the gas. "Yeah, well, don't. She's not a _thing._ Not a toy. Don't call her one. Don't think of her as one either."

Lima ( _We really do need to find her a better name, Rocket thought_ ) poked her head shyly into the common area, drawn by the shouting and the smell of food. Mantis served her a plate of eggs and stood there stroking the yellow creature's head as she ate, smiling at the way Lima pushed back against her palm. It didn't seem to bother Lima at all to be petted unlike Rocket, who until very recently would snap at anyone who touched him.

"What were you fighting about," she said, and Rocket grumbled.

"Nothin'. Pete and I fight all time 'bout all sortsa crap."

"What I want to know is why pick an otter to Uplift," Peter said, his mouth full of eggs.

"What's an otter," Lima said, and Rocket growled.

"Probably some stupid thing he thinks you are."

"Look Rock, I know you don't like being compared to animals, but we gotta have a species for you, right? You may not be one but you look exactly like a raccoon and you," Pete pointed his fork at Lima, "You're an otter. Kind of a big water weasel." Though 'big' was relative, as she was about as heavy as Rocket if a little longer.

"I like 'otter,' Lima chirped. "It sounds funny."

"You need to pick a name," Gamora said, and Rocket nodded. "We can't keep calling you part of your number."

"Ottah," Pete said, to which Rocket immediately snapped "No!"

"Rocket is named after the men he killed to get free," Drax said with a typical lack of tact. "You didn't kill anyone, so you can't do that."

"Was there anyone at the compound you _liked?_ " Surprisingly it was Mantis who asked.

"There was one," Lima said, and for the first time she looked sad. "She snuck me pills when I couldn't sleep after the operations."

Though Rocket had just tried to attack Peter, Pete still put his hand on the raccoon's shoulder when he saw Rocket grit his teeth and look away. "It's OK, man."

"But they caught her," Lima said, looking down at her plate. "I never saw her again. Her name was Lilla."

"Lylla," Drax said. He didn't quite have it right, but close. "I like it."  


"I do too," Peter said. "Rocket?"

"I told you, it's not our decision. What do you think," he said to the otter. "Lylla? If I had gotten out another way I might have named myself after the nice one. It's up to you, though."

"Lylla," said the otter. "I like it too. I'm Lylla!" She beamed, and only Rocket didn't match her smile. He had his reasons.

"Okay, Lylla," Rocket said a moment later. "Speaking of nice guys. I want you to meet a friend of mine soon. He's a doctor."

And just like that all the joy vanished from Lylla's face, replaced by horror.

"No," she said, dropping her plate. "No, no, no." She fell to all fours and scurried back towards her room. From the back you could see the shaved areas, the implants, the scars, though they weren't as bad as Rocket's had been. The raccoon was right after her on all fours as well. "Lylla! Let me explain!"

"Wait, Peter," Gamora said. "Give him a minute. He's the one who knows why she is afraid."

"We all know why she's afraid," Drax said.

"But he's the one who lived that life," Gamora said, and Peter reluctantly sat back down.

"I am Groot?"

"He's in my cabin with our guest," Peter said as the three-foot-high tree tree arrived. He didn't really understand Groot yet but he at least knew the tree was looking for Rocket. "She's really upset and he went to talk to her."

"I am Groot!"

"Wait, Groot," but it was too late. The tree was already hot after his friend.

By the time Rocket reached the cabin Lylla had burrowed into the nest of blankets she'd pulled into the padded pet bed. All that showed was a shivering yellow tailtip and Rocket pulled up short, sure she'd snap at him if he climbed in too. He would.

"Lylla, listen," he said, settling down cross-legged a pace away. "No one's going to make you see a doctor if you don't want. It's your choice. Everything's your choice now."

A whiskery muzzle appeared out of the blankets, and Rocket winced to see the tears in her eyes. "Really, Rocket?"

"Yeah. I should've explained..."

"I am Groot."

Rocket smiled as a vine came to rest on his shoulder. "It's all right, buddy. Lylla's just scared. I was scared too, remember."

"I am Groot!"

"Yeah. Lylla, a while back my back was messed up. Cybernetics problems, scars, infection. It hurt all the time but I'm scared of doctors, same as you are."

The whiskery face visible under the blanket nodded. "Because they hurt us. They make us into things they want us to be, not what we want to be," she chirped.

"When they made me, I hated them so much," Rocket said, and his muzzle dipped until he was looking at the floor, not Lylla. "They cut me open and tortured me to train me. I wanted to kill them all. But there was one who wasn't cruel. He brought me pills to take away the pain."

Slowly the otter's head rose up out of the covers as she listened. "I started to save them. Hid them. I counted them every day. Soon I'd have enough to make the pain go away forever."

"Oh Rocket," she said, tears running down her cheeks. "Me too."

He sniffled. He was too emotional these days. Teared up too easily. "But then I got out. I'm a monster, Lylla. A killer. I try to change, to be good, but they made me to kill. And that's what I did. I killed my way out. Except for the one nice doctor."

Finally he met her gaze, his eyes as wet as hers. "Him I couldn't kill. He's why I am...only a little bit monster. If it weren't for him I would have killed and killed and killed. Instead I'm a Guardian of the Galaxy."

"I am Groot," the tree behind him said, and grew more vines to support Rocket. The raccoon was still weak, still recovering. "When the other Guardians found out how bad my back was they made me see someone. I picked the guy who kept me sane. That's who I want you to see, Lylla. I can hear your pain when you move. I know they messed you up. Doc Foster can help. He's the guy who brought me the pills. He's the reason I'm here instead of dead or crazy."

"I don't know, Rocket..."

"I'll be there, Lylla. We'll all be there. He won't hurt you, he's my friend, but if he does, if anyone hurts you...I try to be good, Lylla. But if anyone hurts my friends, hurts you, I'll be a monster again."

"Yeah," came a voice from the doorway as Peter leaned in for a moment. "We'll all be monsters if someone hurts our friends." The other Guardians nodded from the hall.  


"I am Groot," Groot said.

"What did he say," Lylla chirped.

"That he'd do anything for his friends," Rocket said, and put his hand on the vine draped across his shoulder. "And he would. He has."

"All right," Lylla said, unknowingly echoing Rocket, a few months back. "As long as you're there."

"Good." Rocket nodded. "You wanna go have some more breakfast? You hardly ate at all."

"I just want to rest," she chirped, and burrowed back under the blankets. "They never let me just lie around like this. I'll eat later."

"Okay." Rocket climbed to his feet using Groot for support. His leg still hurt, oddly worse than the neck bite that almost killed him. And his chest, though that was slowly getting better.

A voice came from under the blankets. "Please don't go, Rocket. I was so afraid last night, with all this metal around, like a cage. Then I woke up and you were there. Having you there made me feel so safe."

"Well, I'm supposed to be resting too I guess," Rocket said doubtfully, and then he protested as Groot picked him up. "Hey, you don't need to carry me, dummy. I'm not that hurt."

But Groot didn't listen, easing him into the padded bed with the otter, and there was a confusion of slow movements as she emerged from beneath the covers and curled around him. Rocket was so warm, and comfortable, and safe, that the protests just drained out of him.

"Thank you, Rocket," she chirped into his ear, and Rocket thought, _Ain't not thing like me, 'cept me. Except maybe there is, now. Or close enough._


	4. It only takes one mistake

**Summary for the Chapter:**

> Rocket should really have known better.

They woke a few hours later, curled together in the round padded bed. Rocket twitched awake at the unfamiliar sensation of someone sleepily grooming his nape. For a moment he went stiff with panic, then slowly relaxed. The fabric of the bed was thick with his scent, and now, that of Lylla as well. It was good to wake and not be alone. It wasn't like the many times he'd woken in a pile of sleeping bodies in prison. Those bodies didn't smell or feel good. Lylla did.

Peter didn't know that one reason he took so easily to what he knew was a bed made for an animal was that snuggling into it brought back vague memories of warm fur and safety. When he could smell himself on it he knew that it was _his_ bed, his safe place to sleep. Now there was another scent on the fabric as well, and for the first time it wasn't some bald sweaty creature's. It was a scent he liked.

But he had work to do. Rocket crawled from the bed, tugging off his ship-tunic for a new one. (He liked being surrounded by a cloud of his own scent. The other Guardians weren't so fond of the idea.) Lylla shifted uneasily in a bed, missing the warm presence of another body, and an implant stood out for a moment from the dense fur of her shoulder. The covers moved enough that some of the shaved areas on her back were exposed and Rocket snapped his fingers. He knew he'd forgotten something and after a brief trip down the hall he was back with his C-bag, or what he called the pouch with most of his cybernetics tools.

Somewhere in the ship Peter was playing his music and Rocket hummed along to the familiar tune as he sorted his tools. Shallow scanner, deep scanner, three sizes of input plugs (he had a port on his back for the middle one for diagnostics, Lylla had one at the back of her neck that looked like the larger size). Diagnostic unit, phase comparator, various wrenches, magnetic grapple for remotely aligning servos. Replacement parts if he needed them, including the ones he'd scavenged in the complex where he found Lylla.

There was a certain compulsion to get them all perfectly arranged before he started to work that he couldn't explain. They had to be aligned just so, and after all he would know where to reach for one if he got them all set up ahead of time, right? That was why though he had no intention of using them, he still had out the cutting tools and scalpels when Lylla woke up.

She blinked awake and the first thing she saw was a glittering array of tools, knives and blades. With a terrified squeak she was out from under the blankets so fast they hovered in the air and disappeared through the door.

Rocket was left staring at the empty bed before he slapped a hand on his forehead. "Stupid! Stupid, stupid, stupid." And then he was out the door on all fours as well, calling after her. "Lylla! Wait, I'm sorry, I can explain!"

Drax paused in his leisurely trip down the hall as Rocket shot between his legs. He stood still for a moment to make sure he didn't step on the ringed tail whistling past and shrugged. "Uplifts."

Rocket followed Lylla's scent until he found her backed under one of the common area bunks, shivering with fear and snarling at him as he approached. Mantis peeked in from the doorway but just stood there, letting the two of them work it out.

He started by apologizing again. "Lylla, I'm sorry. I've been planning to look at your implants so I can send some scans ahead to Doc Foster. I wasn't going to do anything until you were awake and only with your permission. I was just sorting my tools, okay? I was just going to scan you. No scalpels."

"I saw them," she growled. "I saw them."

"They weren't for you! I just had them out to sort them. I sometimes use them, but it's on me or Gamora. I swear, I'll never touch you unless you let me."

It took ten more minutes to finally talk her out of her hidey-hole, and then only because he promised to put the tools away. When he got back from doing that he found she'd made her way to galley and that Mantis and Peter had set the table for a late breakfast.

Lylla wouldn't look at him and Rocket sat awkwardly across the table, only eating a few bites though he was hungry. Lylla on the other hand dug into reheated eggs and sausage. She was clearly evolved from a carnivore and quickly cleaned her plate with her sharp fangs. By the time she finished licking her long whiskers Mantis served her a second helping. Like Rocket, though, she was much smaller than the rest of the crew and even if he ate as much as she did, two hungry Uplifts ate less between them than Drax did at one sitting.

Rocket's wrist beeped and he checked the time. "Gotta call the doc. Be back in a bit." Lylla nodded and kept eating, but as soon as the raccoon headed up the stairs she turned to Mantis.

"Do you trust Rocket?"

Mantis tilted her head like an inquisitive Uplift. "Of course I do. Why?"

Lylla just shrugged and went back to eating as up in the cockpit, Rocket ran into Peter.

"Two days in a row I'm chasing her around trying to apologize," Rocket grumbled.  


"Get used to it, pal."

What's that supposed to mean?"

Peter smiled. "Women, y'know?" Rocket just flicked an ear and tapped controls to open a connection. "Hello, this is Doctor Foster's office," said the voice at the other end.

"So turns out Nova Corps sent all the other Uplifts from the compound to Doc Foster too," he said to the Guardians (and Lylla) a little later. "I put in a good word for him and he's happy for the business but there isn't a slot in his schedule for Lylla until next week."

Lylla still wouldn't talk to him and half an hour later Peter found him sewing blankets. Rocket scrounged up some older ones from the ship's stores and had rolled and stitched two up into long narrow cylinders. Peter watched him as he started to sew one into a tight spiral. Eventually he figured out what he was seeing.

"Making another bed?"

"Yeah," Rocket said, continuing the spiral with the second blanket. Soon enough he was working on the raised rim around the central spiral pad. "I don't wanna leave Lylla alone but I don't know if she wants to share a bed now. I was real dumb earlier. Now she doesn't trust me."

"Let me tell you man, I've been there.". Rocket had several high-tech devices for sewing but at the moment he was doing it the old fashioned way, with needle and thread. "I didn't know you knew how to sew."

"'Course I do. Gotta work on my armor, they don't make sets my size. And shirts, stuff I wear 'cos you complain when I walk around naked. Sometimes you gotta hand pack explosives and sew cases around 'em and you can make pretty good garrotes out of cloth."

"What's a garrote?"

"Strangling cord. You know, gik!" Rocket mimed being strangled.

"When would you need one of those?"

"Don't ask questions you don't wanna know the answers to, Pete."

A few hours earlier Lylla stuck to Rocket like a second tail but now she avoided him. Instead she was never more than a step from Mantis, which didn't bother the empath at all. She stroked Lylla's spine as they talked.

"Why is he so angry all the time?"

"He isn't," the empath said. "He's much better now than when I first met him. The first time I tried to pet him he bit me."

“And I think," she went on, "That except for Groot, everyone Rocket met before he knew us hurt him in one way or another. Being around people just means there are more ways for him to get hurt, so he's...angry. If people are afraid of him, maybe they won't hurt him."

"I am Groot," said the tree, arriving as though summoned by his name.

"Yes, he's brave," the otter said. "Because he has to be?"

Mantis's antennae twitched. "You can understand him?"

"A little," the otter said. "More as I hear him. Linguist!". She smiled and touched her head. It would have been cute had the lines of operation scars not stood out on her skull when her fingers flattened the fur.

One deck up Rocket's ear twitched as he thought he heard his name. Peter had left and he could make his second call of the day, the one the other Guardians didn't need to know about.

"It's really you," said the man in the yellow prison jumpsuit on the screen. "89P13."

"Subject Eight-Nine-Papa-One-three does not report for duty, asshole," Rocket growled, though an involuntary twitch ran through his body as he said it. Even now the compulsion to spring to attention was hard to resist.

"Listen close," he said. "'Cause you only get to hear this once. You're going to get out of jail pretty soon. Good lawyers, lots of money, and some dead guys you can scapegoat. Good for you. When you get out, I'll be watching. You touch another animal, I don't care what for...I was nice when I came in. Most of you guys survived. But we only got about half the Uplifts out. So next time I won't be nice. And I'll take my time with you, personally. Don't make me come looking for you, Doctor Zek."

With that he cut the connection. His contacts in Nova Corps had only given him a private channel for a few minutes anyway. Grumpy and bored, a combination his crew mates had learned to fear, he fetched his B bag (general maintenance) and crawled halfway into a control console to finish repairs he'd started two days before. He was still sore but he had to get back to work sometime.

It was fortunate that his hands knew what to do even when his mind was elsewhere, because he was distracted. _How could I have been so stupid? Of course she'd panic if she saw surgical tools._ He was just starting to get used to having her around and maybe, maybe just a little, starting to like her. But he'd never been in the situation of treating a fellow Uplift. Gamora and Nebula knew what cyborg maintenance entailed. Lylla only knew that seeing tools like that meant pain.

"Stupid," Rocket growled, and bashed a wrench against a component that was usefully both frangible and expendable. 

_Maybe I'm getting soft._ He'd gotten along just fine without another Uplift on board, and she wasn't likely to stay long anyway, right? Get on with his life, that was the thing to do. Just think about work, money, booze. No need to think about the nice-smelling otter he'd shared a bed with these last two nights.

And so that night when he showed Lylla the other bed and proposed they sleep side by side, not together, he wasn't too disappointed when she nodded. That was what he told himself, anyway.

 _At least I can smell her,_ Rocket thought, then quickly quashed that thought. He slept badly.


	5. We got your back

**Summary for the Chapter:**

> Rocket and Lylla don't know how to deal with the otter's newfound distrust of the raccoon. Luckily they aren't the only ones on board the Milano.

The Milano was not a big ship. There was the cockpit, a U-shaped common area below that with a reasonably large open area at the back end of the ship (mostly used for training) and what used to be four tiny cabins. Now there were three and a lifeboat and if you didn't count the two tiny shower/relief areas that was all the room there was.

There were a total of seven beds, three in semi-private rooms and four fold-up beds in the common area that were used mostly as sofas, except the one Drax actually slept on. Throw in some cargo and a workbench or two Rocket set up in the back room and things could get cramped even with only four human-sized crew, one toddler-sized tree and two Uplifts.

So when two of the crew wanted to avoid one another, things started to get awkward. Rocket would take the long way around the U to avoid Lylla and Lylla would stick her nose into the cockpit, find him there and go right back down the stairs. They would sit as far apart as possible at mealtimes, avoiding each other's gaze. Rocket would spend as little time as possible eating and then disappear to the far end of the ship. Wherever Lylla was, there was always maintenance or a personal project to work on as far away from her as possible. While never very far, it kept them from needing to deal with their disagreement. 

The good news was the ship had never looked better. Rocket quickly used up the obvious projects like flickering lights and squeaky doors, moving on to scrubbing corrosion off the deck with the ship's repair gun. Unfortunately his workbenches were in the common area and there was no way for Lylla to avoid him there so he made the best of it and moved the two padded beds he and the otter used out of Peter's room and under the workbenches.

Peter found him standing there a day later, ears swiveled half way between _confused_ and _angry._ Rocket was staring at the two little beds where they lay a couple of feet apart under the workbench.

"What's going on, bud?" His hand wandered down to scratch the raccoon between the ears, but Rocket was too distracted to enjoy it.

"Nothin'," he said, but he stood there staring suspiciously at the beds for a moment longer before hopping up on a tall stood and grabbing a welding stylus. He spent an hour finishing work he'd started earlier before heading down the hall. 

Behind him a vine emerged from an air vent, quested back and forth as though looking for something, and then slid the two padded beds ever so slightly closer to each other before disappearing back the way it came.

Rocket found Lylla sitting with Mantis and said, "Stand up please," without preamble. Then, "Try this on."

Lylla took the bundle of green fabric from him and soon realized it was a belt and harness, custom-made for her long bendy torso. Three buckles on the left side let her slide in and click the thing on and the leather strapping across her back was so positioned that it didn't ride over her shaved areas or implants. It came with a pouch on each side and and rings to clip on more and once she got it situated Rocket starting handing her things.

"This," he said, "Is a wrist comm set for our frequencies. I know Pete's been showing you around the cockpit, you oughta be able to use it no problem. These," he said as he handed her two silver disks, "Are space suits. Drax can show you how to use 'em. Everybody carries two, you understand? If yer awake, you have two space suits on you. One for you, one for someone else if they need it.". He took a rectangular object from yet another pouch. "Aero rig. Lets you fly. Don't play with it, someone'll give ya training first chance we get. I'm only givin' it to ya now for emergencies, and here," he handed over a small pistol in a holster. "Stunner. Thirty second knockout, red button on the handle changes that to ten minutes. Fifty shots, spare battery in the holster. I figure you don't want to hurt people, but you gotta have somethin' if things go bad."

"Okay," Lylla said questioningly.

"One more thing," Rocket said. "See all the snaps on the harness? I got flex-armor mostly made for you. It'll snap right on when you have ta leave the ship. Helmet too, if you want it."

As he turned to leave Lylla spoke up again. "Why, Rocket?"

Rocket shrugged. "No one is gettin' killed because I didn't make enough gear." It wasn't that far to the room at the end of the common area, and Lylla saw him stop to stare at something for a moment before continuing on. His newly made bed had a particular raspyness to the fabric so she knew what she was hearing when he curled up for a nap.

Gamora came in right at the end and stood admiring Lylla's new harness. "Stunner?"

"Yes," Lylla chirped. "Rocket made this for me. Well, maybe not the stunner, but the rest."

"If he didn't make the pistol he customized it," Gamora said as she sat next to the otter. "Two settings, yes, short stun, long stun, this button toggles that. Do you have any training?"

"I was for linguistics," Lylla chirped. "And diplomacy, but I only got the first dose of that." She touched her head. "Direct learning feed. I saw the schedule, I was supposed to get diplomacy, then learn about poisons and assassination."

Gamora nodded. "Those things all go together. I can train you on poisons."

"I can teach you some diplomacy," Mantis said. "It was one of my functions for my master. Peter does it too, but he is not so good at it."

"I heard that," Star-Lord said from the next room, and the three women smiled. 

"Let me guess, he gave you this wrist comm," Gamora said, "And probably two -"

"Space suits," the otter chirped and pulled them out of a pouch. "He said I was to carry two at all times."

Gamora showed her how the suit worked by putting on her own. "Just slap it on to a flat part of your body and it grows to cover you, see? Take it off by pressing the center stud. It won't deactivate unless there's breathable air. We have hard suits but the Milano only has two and they are too big for you anyway."

"He gave me an aerorig too," Lylla chirped, "But said someone will train me later."

Drax wandered in, saw the small grouping and sat down. Crowds have a gravitational attraction all their own and soon Peter and Groot were sucked in as well.

"Do you have any combat training," Drax rumbled.

"Only a little. How and where to bite, mostly."

"Yes, you nearly killed Rocket that way. It was well done."

"Drax!" That was Gamora, and "Dude!" from Peter.

"From a fighting standpoint," Drax said unapologetically.

"I am Groot," the thigh-high (except to Lylla) tree said.

"I was scared," Lylla said. "I'd just seen him kill two men. I panicked when he pulled me out of the cage and he was covered in blood."

"Rocket is not the neatest killer," Gamora said. "But he is effective."

"And he was wounded," Peter said. "Some of that blood was probably his."

"I was afraid," the otter said. Like Rocket, her face was far more expressive than it had any right to be and she was feeling picked on and guilty. "I didn't know he was there to help!" 

"Shhh. No one's blaming you," Peter said, and Lylla relaxed as Mantis and Gamora jointly petted her. "Rocket was in a hurry. He had to get you out fast. When you are in a hurry, mistakes get made." He shot Gamora a glance and she took the hint.

"Like when he was sorting his tools yesterday," Gamora said. "He was saving time so he could examine you as soon as you woke up."

"He had scalpels!" Lylla said, and shrank back into the chair. "And skin cutters, and a bone saw, and all the other tools."

"He uses them on me," Gamora said, and touched her face where her implants showed. "And on himself. On my sister, once. He is an expert at everything mechanical but he doesn't always think when he's dealing with people."

"That's for sure," Peter said. "But, Lylla, this is what you need to know. Rocket would fight for us. He's almost died for us at least three times. We're his family now and he'll kill to protect us. He makes us gear and insists everyone have two space suits at all times and he sets alarms and traps wherever we set down. He's rude sometimes,"

"Often," Drax rumbled.

"And he's snapped at me when I pissed him off,"

"Which is easy to do," Gamora added.

"He built armor into my clothing," Mantis said, and touched what looked like perfectly ordinary fabric on her thigh.

"But Lylla, I've never seen him sleep next to someone the way he did with you. It took months before he'd even let us pet him."

"His fur has a pleasing texture," Drax mused, and stroked Lylla's tail. "More so than yours."

Peter shook his head at Drax. "Even though you bit him, he wanted you to be comfortable, to feel safe. Rocket won't hurt you."

Lylla nodded. Bit by bit the group broke up, Peter to check for bounties, Drax and Gamora to inventory stores, Mantis to sleep. Pretty much everyone promised Lylla some sort of training. It was just Groot and the otter when the two made their way to the common room where Rocket lay sleeping.

"I want to talk," Lylla chirped, and sat down a pace away. "I know you are awake."

Rocket lay unresponsive until a tendril prodded his shoulder. "I am Groot."

"All right already," the raccoon grumbled as he sat up. "Yeah, I was listening. Bald bodies are so loud it's hard not to."

"Who was the doctor you threatened yesterday?"

Rocket was taken aback. "You heard that? You were all the way downstairs!"

"Diplomat," Lylla said, and touched her ear. " 'Enhanced hearing, grade three.' Very useful when people are tying to keep secrets. Also, poison resistant."

"I was wondering why the gas didn't do anything to you," muttered Rocket, but she continued to stare. "Fine. That was the head of the project that made you Uplifts. He's in jail but he'll be out soon and I told him I'd personally hurt him if he starts work like that again. And I will. I was soft, if I'd been meaner going in more of you would have survived."

"You'd kill to protect people you don't even know?"

"Look, the galaxy is a dangerous place. You need to learn that. But when someone gets hurt who hasn't done anything, it gets under my skin. If I find someone being treated the way you were, yeah, I'll kill. I helped kill a whole planet to protect people I didn't know. One a these days I'll die doin' it. But someone's gotta stand up for the little guy. That's what Guardians do."

"I am Groot."

"I know buddy."

Lylla sat there thinking for a moment before she stood. Amongst the clutter of half-completed projects on the workbench were Rocket's various tool bags, some open, some closed, and she grabbed one she recognized. She sat back down and opened the flap, exposing the handles of mostly custom-made cybernetics tools.

"You can do your examination now, Rocket. I know it'll help if you send scans to your doctor friend before my appointment. One condition, though."

"Yeah?"

"Everything you do, I want you to explain. Not because I don't trust you."

"You don't know me well enough to trust me," Rocket said. "Bein' untrusting of strangers is a good thing."

"I'm trying to learn. I'm a cyborg too, so explain what you're doing as you do it, and maybe someday I can help someone else like me who needs it."

"You got it." Somewhere on the ship a song by someone called Lynyrd Skynyrd was playing, and Rocket hummed along as he started by selecting a shallow scanner. "See, cyborgs vary a lot, internally and externally, so unless it's an emergency you start at the limbs, scan for servos and other components, then move toward the torso. You gotta figure out how someone's built before you do any real work."

Lylla nodded, drinking in the info, and if anyone noticed as Groot spouted out a silent tendril and pushed the two padded beds a little closer together, no one said anything.


	6. Language practice

**Summary for the Chapter:**

> Groot assists Rocket with some repairs. For a given value of "Groot".

"Phase discriminator." A clawed hand emerged from the wall panel next to a set of furry feet and a ringed tail. A happy sound emerged from the depths of the service shaft when the tool proved satisfactory, and the fluffy tail not-quite-wagged. There was a ratcheting sound and the clawed hand reappeared. "Sonic breaker."

"I am Groot?"

The ringed tail waggled uncertainly. "You got a speech impediment all of a sudden? Your voice just went up a whole octave."

"I am Groot!"

"Alright, alright. It's the one with the tuning fork. Thought you knew that." 

The tool slapped into the little clawed hand, and once more there was the sound of ratcheting and, this time, an oscillating hum. "Good, that's got it. Plasma fuser."

For several more minutes tools were requested and provided, until the raccoon said "inverter coil" and despite two attempts by his assistant did not receive the correct part. The furry feet protruding from the panel stirred as the raccoon began to extract himself, accompanied by much grumbling.

At that moment Peter happened by, headphones on and feet moving in a suspiciously dance-like pattern as he walked. He took one look at the situation, pulled the headphones off and spoke up. "Hold on Rock, there's just a little confusion out here. I'll sort it out."

"Much obliged," said the raccoon, who was buried so deep in the guts of the equipment that getting out and then back in was no easy task.

Peter squatted down in the corridor, pointing to various tools and parts while explaining what they were and in what order they'd likely be needed. Nothing made Rocket happier than working on projects (well, except for shooting people) so he did a lot of the maintenance on the Milano these days.

It was Peter's ship, though, and he'd kept it running for a decade. While he didn't have Rocket's programmed-in genius for everything mechanical he knew what everything did and how to fix it. He went over the tools and parts until he got a nod of understanding.

He also got a broad, whiskery smile in return for his help as he stood back up, scratching Rocket's assistant briefly behind the ears before continuing down the corridor. Behind him, work went on and the correct part was passed from a webbed hand to a clawed one.

"That's better," came the voice from the depths of the equipment. "Gonna need a hydrospanner next."

"I am Groot."

"Still say you sound funny, though. You goin' though Tree Puberty, buddy?"

Lylla just smiled and passed him the tool. Rocket was a purpose-built combat and techie Uplift; she was made for linguistics and diplomacy. And what better way to practice Grootspeak was there than to use it on someone who thought she was actually Groot?

Of course, there were risks. "Hey, whaddaya think about Lylla?" Came the voice from the depths of the wall.

Lylla cleared her throat. It took effort to get her voice anywhere near deep enough to pass for the tree's. It only worked at all because Rocket was so far down the maintenance shaft that he couldn't smell her and was surrounded by incidental ship noises. "I...am Groot." (She...seems nice.)

Without realizing it she scooted closer to the ringed tail, the tools ignored in her effort to hear every syllable that might emerge from the shaft. 

"Yeah, she's nice, I guess. I never been around anyone like her. Someone, y'know, kinda like me." There was a pause and the sound of something being hammered on in the service shaft. "And I like how she smells."

"I am Groot?" (You like being around her?) She pulled back when she realized her whiskers nearly brushed his feet, but she still held her breath as she awaited the reply.

"Yeah." There were less stuff-being-worked-on sounds from the wall and more stuff-being-thought-about. "She's only been here a few days but those couple a times we slept in the same bed, It's never been so comfortable to just be...me."

"I...am Groot." (Do you think she likes you?)

"Well how would I know? I scared her to death a couple days ago when I got out all my surgical stuff. I'm lucky she'll even talk to me. I just wanna make things right. I don't want her to be afraid of me."

"I am Groot." (Why?)

"Because...because if she's not afraid of me, maybe she'll stay. I kinda want her to. " There was a wistful tone in his voice she'd never heard before. "I just like having her around, y'know?" This wasn't the rough, tough, prickly Rocket she and the others saw most of the time. This was Rocket opening up - not to her, she knew with guilty certainty, but (the raccoon thought) to Groot.

"I am Groot," came from the other end of the corridor.

"Whuzzat? Speak up."

The real Groot had returned and Lylla, at a loss for words, waved him closer. The tree had grown an inch or two just since she came on board and was now taller than she was even if she stood bolt upright, at attention. She didn't do that any more. It really bothered Rocket. And no one used her old Subject number any more, so there was a lot less reason to.

Groot put down the drink he'd gone to get when she relieved him to practice talking Grootspeak. He was back, she could go and Groot would be there to hand Rocket tools. Rocket need never be any the wiser. But...

Down in the maintenance shaft Rocket paused. He'd just picked up the hydrospanner when a weird clicking noise came from down near his feet. If it was a malfunction it was one that sounded eerily like him tapping his claws against a metal surface. Except of course his hands were right here with him and he'd darn well know if his toeclaws were doing it. It didn't occur to him that Lylla had claws too.

"Hey Groot, what's that sound?"

Silence. Grumbling, but too curious to leave it be, Rocket squirmed around until he turned end-for-end in the maintenance tunnel and could stick his nose out and have a look.

"Hey, Groot," he said as he blinked out into the light. Before he could even flinch a whiskery face was in front of his and gave him a quick peck on his black button nose. Just that fast Lylla was gone, a flash of yellow fur and green harness shooting down the corridor and through a doorway on all fours.

The good news was the clicking stopped, and he knew what caused it. The bad was that he was now very confused.

"I am Groot?"

"Don't look at me, pal.". Rocket rubbed his nose. "I don't know what just happened either."

Had Lylla just... _kissed_ him?


	7. Little discoveries

**Summary for the Chapter:**

> Gamora discovers Lylla is more dangerous than she looks, and Rocket makes a worrisome discovery while studying the scans he took of the otter.

Gamora started out with a halfhearted punch. When Peter suggested she teach Lylla some hand to hand combat she'd thought he was joking, but he was dead serious for a change. Still, in the open area at the back of the Milano, only a few yards from the little round beds the Rocket and Lylla slept in, she found herself facing off against a three foot tall, maybe forty pound otter. She had to crouch down to throw a punch that would connect and she held back.

Which turned out to be a mistake. As her fist swept forward, slow by her standards and soft, Lylla dropped to all fours and darted forward. Before she knew what was happening the little otter ran right up her body and jammed its nose into the side of her neck. She felt only bristling ottery whiskers and a cold wet nose but as Lylla sprang off her to land neatly ten feet away she knew she escaped a serious, maybe even fatal bite only because the otter held back.

"Well," Gamora said, and took a step back. "I didn't expect that. I thought you said only had a little combat training.”

"None, really," Lylla chirped. "But I thought programming counted. They were going to train me, but I escaped first."

"Programming," Gamora said. The word left a sour taste in her mouth.

"Yes," the otter chirped. "Helmet on head, bolted on. 'Direct neural feed'. And then I know where to bite, and how to get in position to do it." She was wearing the green harness Rocket made for her, minus the clip-on armor segments. Several polished bolts protruded from her fur at the shoulders and spine, visible through gaps in her outfit.

"Let's try again," Gamora said. She resolved to not underestimate Lylla this time.

Very quickly she learned that skills borne of endless training against humanoids were nearly useless against an otter. Lylla was if anything more comfortable on four legs than two and unlike other vermin - other quadrupeds, Gamora corrected herself - was smart and well trained, or at least had an intuitive understanding of positioning and movement. She was also cybernetically enhanced, at least five times as strong as she had any right to be.

But she was still only a forty pound otter, and Gamora was cybernetically enhanced too. After twenty minutes of sparring Gamora owned up to three probable deaths or serious injuries due to neck bites that stopped just shy of fangs piercing her flesh, while she had gotten hold of Lylla twice that many times. And once she got hold, whether she was bitten or not, she could claim a win since she could just beat Lylla against the ground or hurl her full force at a wall. Not that the latter was a certain kill, as Lylla was as nimble as a cat and prone to bounce off surfaces like a rubber ball when thrown. Still, the otter admitted that if a bigger, stronger creature got hold of her she had real problems.

"All right," Gamora panted. "Whoever programmed in those reflexes did a good job. I'm not sure what the goal was, though. Sharp claws and a powerful bite only go so far against a creature four times your mass. You could probably kill a single human, maybe even a couple if they weren't augmented or well trained, but you'd have trouble with armed opponents or groups."

"That's all I have," Lylla chirped. "I am to get close and bite, by stealth or appearing harmless if possible, in a fight if necessary." There was a rote quality to her recitation, as though she'd been drilled – or programmed – over and over until it stuck. She probably had.

"And you're good at it," Gamora admitted. "But they put a lot of time and resources in to making you Uplifts. I can't imagine it's efficient to do that for a one-use assassin. Especially since you have all those diplomatic and linguist abilities. Why not just make you cute if the goal is to get you close to your target? How were you supposed to kill someone and then get away to do it again?"

“I don't know,” Lylla chirped. 

At the other end of the Milano, someone else was, quite unintentionally, approaching the answer to that question.

"Whatcha doin', Rock?" Peter came up the stairs and flopped into his chair, noting the dozen screens Rocket had up in front of his furry face. The largest had a multicolored diagram and it took him a moment to realize he was looking at a deep scan of some heavily augmented creature.

The long, streamlined body and short legs gave it away. "Lylla?"

"Yeah. I'm going over the scans I took before sending them to Doc Foster. Most of this stuff is pretty obvious," the raccoon said. He pointed a stylus at the bone structure of an arm. "Servos for strength enhancement, skeletal reinforcement and modification to make her bipedal (sorta, she's good on four legs too, like me), some stuff around the brain that deals with Uplift. You don't make a little brain like mine or hers sapient without cheating with computational implants. Like I said, obvious." He sat back in his pilot's chair with a sigh. "But..."

"But?"

"But there's stuff here I don't understand. What's this?". The stylus extended a holographic pointer that he used to indicate a layer under the aquatic creature's pelt. "What is this? It's under her whole pelt. I don't have anything like that. Shallow scans say her fur is actually rooted in the stuff. And her fur...I think her whole pelt has been modified somehow."

"Dermal armor?"

"No, I'd a felt it when I touched her." There was something about the way Rocket spoke that Peter had never heard before. Almost...shyness? Not like the little raccoon's usual brash attitude at all.

"You and Lylla getting along all right, Rock? I thought you got over that problem with the surgical tools."

"Look, can we just focus for a second here Pete? I'm trying to think." Sharp teeth gnawed on the stylus and Peter pretended not to notice Rocket's now well established habit of getting angry when he felt defensive.

"And what is that?" The holo-stylus indicated a thumb-sized...something...at the back of the otter's jaws. "That's an implant. Organic, but an implant. Bio-engineered...gland? Some tech in there too. There's one on each side, like, like..." Rocket put down the stylus and zoomed in with a gesture, suddenly suspicious. "Aw man."

"What is it? Not a bomb or anything, I hope?" But Rocket wasn't listening. His clever little fingers were manipulating the scan, rotating, zooming, until even Peter saw the connections. At the back of the jaws the implanted gland, then a vein or tunnel from the glands though the upper mandible to the top canines. Canines that had a vein of their own, from root to tip.

"Is that -"

"Turn the music on, Pete."

Peter tapped a control on his console and smiled as Spirit In The Sky, an old favorite, began to play. The smile didn't last. "Louder," Rocket said, and he was manipulating the scan as he spoke. Eventually he was satisfied with the volume and the scan and leaned in close to Peter to speak. The implants at the back of Lylla's skull filled the whole screen now, internally complex, with dozens of sub-glands all feeding the vein that ran down to the canines.

"That is an organic factory," Rocket said. "We all got natural ones. Bile for digestion, that sort of thing. This one's engineered to build something Lylla's body wouldn't normally produce. Some compound. More likely a bunch of compounds. I'm not an expert, I can't be sure without more scans and maybe a sample, but they didn't put those glands in her head for nothing, Pete."

"Poison," Peter said, and Rocket shushed him despite the blaring music. Then the raccoon nodded.

"Yeah," he whispered, barely audible over Norman Greenbaum. "Poison."

At one end of the ship Gamora was watching Lylla, fast and supple on all fours, trying to predict her movements. If she had a weapon this would be easy, but even for her the little otter was a dangerous opponent. Much more so than Rocket, who while capable enough hand to hand was nowhere near as formidable as Lylla. They were of equal size and strength but Lylla had the skill to be genuinely dangerous and her musteline - and servo-augmented - jaws gave her a far more powerful bite than the raccoon. Luckily her small size meant her claws were relatively harmless, with Gamora's clothing protecting him from the worst of them. Gamora slipped forward, tried a kick, and wasn't surprised when the otter bent bonelessly to avoid it and very nearly ran up her leg before she pulled it back.

Lylla didn't want to hurt her. Lylla was doing her best not to hurt her. She wanted to be...what? Not an assassin, at any rate. Even so, her cybernetics and programmed-in skills made her dangerous. If she'd been the size of a human Gamora might actually have been afraid of the water-weasel. Still, she was bigger and stronger. If Lylla got in a bite and it wasn't to the neck, how much damage could it really do?

At the other end of the Milano were Rocket and Peter, leaned close together to hear over the music. "You gonna tell her, Rock?"

"I dunno," Rocket said, looking almost as scared as the time Peter had seen him wake from the night terrors. "I don't know if she'd want to know. And I think the glands are switched off somehow, she didn't poison me when she bit me and she was terrified.”

Rocket rubbed his cheek in one of those animalistic gestures Peter had gotten used to and never commented on, like the times he licked his little hands and used them to groom his face-fur. “She doesn't want to be a killer. But I told her I'd explain all the scans I took of her. And, um," he fumbled for words, "I think she kissed me yesterday."

"You think?"

"It was so fast!"

"Well, was it a kiss or not?"

“How would I know?! I don't have a lotta experience in that area. Not like you." Rocket waved at the interior of the cockpit. "Before Nova rebuilt this ship it stank, Pete. I could smell every woman you had in here."

"That was before," Star-Lord mumbled.

"Before Gamora? Yeah, well, you're shaped like just about every two legs in the galaxy, Pete. Who am I gonna kiss, anyway? Who's gonna wanna kiss a little monster?"

 _You aren't a monster,_ Peter didn't say. He'd tried it before. As much as Rocket had improved in just a year, only so much of the raccoon's deep emotional scars had healed. The horrible abuse that defined his entire life had left him with no sense of self worth at all. He was an emotional void wrapped in a tough, prickly defensive shell. Being the meanest thing in the room was all that had kept him alive and it was a hard habit to break.

"Lylla did," Peter said, and Rocket just stared through the cockpit glass, saying nothing. "Maybe she still does."

Tomorrow was Lylla's appointment with Rocket's doctor friend, the man who'd smuggled him painkillers when he was being torn apart and augmented. Just about the only man in the galaxy Rocket trusted to work on his cybernetics. Tomorrow they'd know more. The question was, should Rocket tell Lylla what he'd found or let the doctor do it?

“I don't know what to do, Pete,” Rocket said, so low it was hard to hear over the music. “I just don't.”


	8. Dirty little secrets

**Summary for the Chapter:**

> Rocket has something he doesn't want to tell Lylla, but knows that he should. It turns out the reverse is true as well.

Rocket's afternoon did not go well. Ever since _she_ came on board, he'd been...confused. Rocket didn't like being confused. Sure, his behavior might look aimless sometimes, to people who didn't know that tinkering with things relaxed him. He had his little routines, like counting all the spare equipment twice a day. Making sure there were enough space suits, aerorigs, enough ammo, traps and bombs for any conceivable eventuality, and repairing them or making more. Things to keep his hands busy so he didn't have to think about life or how much it generally sucked. Comforting little things lately interrupted by a curious girl-otter just as was happening now.

He instinctively bristled as she came up behind him, her long whiskers tickling his ear as she looked over his shoulder. His clawed hands paused, the Aerorig in one and a fuel capsule in the other. He flinched as a whisker tickled and his ear and Lylla giggled, but she must have seen he was uncomfortable because she padded around in front of him and sat down to look at the assortment of tools.  


“So that's what they look like inside,” she said, her little chirpy voice as annoying as it'd been the last time.  


_No,_ Rocket told himself. _I'm not going to snap at her. She doesn't know she's annoying me. And she wouldn't be if I hadn't been trying to avoid talking her her at all._  


“Part of it,” he said gruffly. “Most of an Aerorig is mass-displaced until it's needed. Hidden in an adjacent dimension. Y'know, like Pete's helmet is normally just that stupid thing he wears under his ear. I can refuel them without unpacking them, so to speak. Designed 'em that way.”  


“You built this?” Her webbed fingers with their cute (and sharp) claws touched the line of parts he'd removed to get at the capsule and Rocket flinched again. “Oh! Sorry, Rocket. I know you like things orderly.”  


He watched as she carefully rearranged the parts, getting them almost, but not quite, back into the array he'd set out as he took it apart. Without thinking, without being able to stop himself if he was honest, he reached out and straightened one that was a few degrees out of line.  
“It just makes it easier to put back together, y'know? It may look like my stuff is lyin' around at random, but it isn't. I know where everything is. I can do this blindfolded, and that's not bluffin'.”  


She looked him over, those deep brown eyes so like his own, that sad little smile. So much like Mantis, really. It was as though she were staring past the fur and claws and mangled little body _they'd_ made, past the cybernetics and the scars, and into Rocket himself. Into the shriveled little soul that he kept attached to his body with habits like this. Neatness. Tidiness. No vulnerability. Just order, and toughness and sometimes, lately anyway, a little bit of friendship.  


“What? Whatcha staring at me for?”  


“Sorry, Rocket. I'll stop bothering you.” She came up onto all fours, more comfortable that way with her short little limbs, and scuttled off towards the galley. He could hear them welcome her to what sounded like a card game in progress, Drax's booming voice, Mantis's piping one. He could even hear someone, maybe Gamora from the sound of it, scratch her behind her ears and the churr of pleasure that resulted.  


But his Aerorig parts were still out of order. Rocket snapped the capsule in, checked the fuel feed with a scanner, and began to reassemble it. This part here, and this part _here._  


“I am Groot,” said the little tree in the corner.  


“I'm not bein' antisocial. Not any more than usual anyway.” This part _here,_ click, turn the fastener a quarter turn.  


Groot scooted closer on what served the tree as a butt, and watched intently as Rocket finished reassembling the Aerorig. He set it neatly to his left and picked up the next one from the pile on the right. Turn the fastener a quarter turn, cover plate hinges off like _so._ Rocket removed the innards a part at a time, arranging them in front of him in a neat little array. Groot, even three-foot-tall young Groot, knew not to touch anything. “I am Groot.”  


“I _do_ talk to her. I was just talkin' to her, okay?”  


“I am Groot?”  


“Of course I like her. Everyone likes her.” Rocket muttered the next sentence under his breath. “She was made to be liked.” He went on at normal volume. “We just talked about this earlier, okay? We just went over this.”  


“I am Groot.”  


“Yes we did. When I was workin' in the access shaft.”  


Groot just regarded him silently for a moment. Rocket glanced up, and even on a wooden face he saw...guilt? “What? What're you lookin' sorry for yourself for?”  
“I am Groot.”  


“Okay, it's nothin'. It's all nothin', okay? Now let me work.”  


Trying not to think about things was a full-time job but Rocket was very good at it. He'd had lots of practice not thinking about things. When Pete showed up an hour later and turned up the volume on his media player he knew what was coming. Pete was going to make him talk about it again.  
“Have you told her?”  


Rocket gritted his teeth and snapped two parts together with a lot more force than was really necessary. “Get off my back, Pete. I'm thinkin' about it, okay?”  
“If you don't tell him the doctor will and then she'll find out you already knew, man.”  


“I know!” Rocket slammed a logic probe onto the deck so hard that Mantis heard it even over the music and peered quizzically around the corner. He lowered his voice until Peter had to lean in to hear him. “She doesn't want to be a _weapon,_ Pete. I don't want to remind her that they didn't make her just to be a diplomat, a linguist. I don't want to remind her that she was made _at all.”_  


“It's not your fault, Rocket. Or hers. But you gotta tell her.”  


“I will, okay? Just stop bringing it up, she's gonna hear if we keep talking about it.”  


But he didn't tell her. Rocket was very good at not thinking about things. He managed to keep busy working on a dozen little projects and _not_ talking to Lylla until he was so tired he just curled up in his little round bed. Lylla was already asleep in her bed, the one he'd made her that lay within arm's reach of his. He was so tired he fell asleep before remembering that he was supposed to talk to her. Rocket was, after all, very good at not thinking about things. He could even not think about multiple things at once, like how much he liked smelling her so close to him.  


But his subconscious wasn't so good at forgetting. It'd been weeks since his last bad dream, and tonight's was very bad. Strapped to the operating table, the smell of antiseptics, the sharp, sharp knives sliding coolly through his flesh, the dull lifeless eyes of the surgeon as he asked the nerve tech to please shut him up, _the screaming makes it hard to operate._  


And this time, a new addition: Lylla, a table over, screaming as they cut her open over and over.  


“No, no, no,” Rocket whined in his sleep, and his claws dug into the fabric of the bed as he tried to rip loose from the restraints. “No,” as he shuddered, every muscle locked, trying to get free and kill the men he'd already killed once, all except Paul, staring sadly from the sidelines, unable to sneak him painkillers this time. Paul didn't need to die, but the others did, before they hurt him again, before they hurt _her_ again...  


Something interrupted the dream. A warm, comforting presence. Strong arms hugging him from behind, and something - sharp teeth? - gently grooming his nape.  


Rocket came awake. It was Lylla, who'd crawled from her bed into his to comfort him, just as he'd done with her when her nightmare hit a few days ago. She was spooned up against him from behind, her warm body pressed against his own, her webby hands gripping him until he stopped shaking.  


“It's all right, Rocket,” she whispered into his ear. “They aren't here. They can't hurt you any more.”  


The last time someone said that to him, _It's all right, Rocket,_ he'd broken down sobbing. He wasn't quite there yet, but she could feel the tension. And like the purpose-built diplomat she was, she sensed why it was there.  


“Rocket,” she said into his ear, and gently groomed his nape for a moment. It brought back old, old memories, from before the Uplift, of warm fur and safety. From someone he didn't remember well, because they'd taken him from his mother when he was no bigger than a man's hand. And he only knew that because he'd heard dead men talk about it before he killed them. For a moment he shuddered, not sure whether to know comfort or hate for the men that took that away from him, and she went on.  


“Rocket, I know there's something you're afraid to tell me,” she whispered into his ear. “Because you're afraid it will hurt me, right? So I'll make you a deal. I'll tell you something I don't want you to know, and then you can do the same.”  


She gripped him as he shivered, until he relaxed, at least a little. “All right.”  


“When you pulled me from the cage, after you killed the guards, and I bit you...”  


“You were scared to death,” Rocket said. “It wasn't your fault. I was in a hurry, and when you're in a hurry you take chances, make mistakes.”  


“When I bit you,” she went on, and he sensed that she _had_ to say this. She didn't want to, but she had to. “My assassination programming, that tells me where to bite, I bit you and I felt the blood trying to come out. I bit you in the artery under your ear and I knew I had killed you. All I had to do was leap away and let you die.”  


“You didn't,” Rocket said. “You were so scared you held on and kept the bite going until we got out.”  


“I knew I had killed you,” she went on remorselessly, “But I didn't know the way out and there was all the gas. Eventually it would get me too, even though I'm resistant, and as I held on and bit you I realized I had made a mistake. Maybe you knew the way out. So instead of jumping away I held on, and I kept the bite to keep you from bleeding to death because I thought maybe if I did you'd get me out before, before you _died.”_  


She was shaking. She was _crying._ Rocket didn't know what to do. He'd never had someone cry on him before. It'd always been him crying, when his shell cracked and his weakness came out for all to see.  


Except Pete. He'd seen Pete cry too. And crying wasn't always bad, he'd learned. Sometimes it just had to come out, and you'd feel better later. So confused but understanding what she was going through he twisted in her grip, and for the first time _he_ was the one to hug someone, to comfort them, to try to make them feel better.  


“It's all right,” he said softly, and held her tight. “You were scared. You were desperate. It's not your fault.”  


And finally, when she'd cried herself out and they were snuggled together in the bed, he told her.  


“It's stupid,” he muttered. “I should have just told you. You already know they built in a killing technique when they Uplifted you. You already know you don't want to use it. And you don't have to. You don't have to do what _they_ wanted.”  


Lylla nodded, and waited for him to go on.  


“I was going over your scans earlier,” he said. “You know I said there was some stuff I didn't understand. I'm an expert on machinery, but only when I can get at it. I'm not so good with implants. I'm okay, mind you,” he said as his pride bubbled up, but she just smiled and he went on.  


“There's a layer under your pelt,” he said, and stroked her soft chestfur. For a moment he paused. Had he ever touched someone so gently before? If so, he couldn't remember. “I don't know what it does. Doc Foster will know. But the main thing is this.”  


He touched her cheek on either side, far back, where the hinges of her lower jaw lay. “There are servos here that increase your bite force. You already know that. But here,” he touched her a little higher, below her little furry ear, “There are implanted glands. I'm not a hundred percent sure, and I think they aren't active right now, but I don't see anything they could be but venom glands.”  


“Venom,” Lylla whispered.  


“Poison,” Rocket said. “So that you only have to bite someone once, no matter how big and tough they are. Then you can run and they'll die when you are away, when you are safe. So they don't put all that time and effort to make someone who can only kill one person before she is caught.”  


“That's what Gamora said,” Lylla whispered. “She wondered why they'd put all that work into diplomacy and linguistics if I was just going to be a one-use assassin.”  


“You don't seem upset,” Rocket said wonderingly.  


She actually smiled. “Rocket, they made you to be a weapon. But you aren't _always_ a weapon. You have friends, you like to tinker. You don't just kill everyone you see. You kill when you _need_ to. All those skills the gave you to kill people, you use when you think the time is right. You are more than what they meant you to be, Rocket. So am I. Even if the glands are poison, they had to have made it so I could control it, right? Or I could just have them removed. It's no big deal.”  


“I can't believe you're so...so calm,” Rocket breathed. “How did you go through all that and not end up like me?”  


“Rocket,” Lylla said, and nibbled at his neck below the ear, right where she'd bitten him before. “There's nothing wrong with being like you. I like you just the way you are.”  


No one had ever said that to him, not ever, and Rocket relaxed at last. There was just the warm comfort of the two of the snuggled up together in the same bed and the slow descent into sleep, and no nightmares. And when Peter happened by in the hall a little later, and saw by the night-light the two of them curled up together sleeping, he smiled and tiptoed away.


	9. That's how it starts

**Summary for the Chapter:**

> Things have gone very quickly from "I like being around her, she's like me" to "I'd take a bullet for her" for Rocket, and he doesn't really understand what's happening with him and Lylla.

It was the third time he'd woken up in the little round bed with Lylla. This time was different.  


The first time they'd shared a bed, he'd been injured and she was exhausted from her escape from the illegal research center where she was made. He'd only crawled into bed with her to comfort her as she was gripped by a nightmare. The next morning he'd crept back out without her ever knowing he was there, as far as he knew. Then he'd said something stupid over a meal and scared her, yet she'd asked him to curl up with her again so she'd feel safe. Both times she'd been scared and he'd still been recovering from injuries he received while rescuing her. He'd once again crawled out of bed, careful not to wake her since he knew she needed to rest.  


And then, like the idiot he was, he'd scared her again and that'd been it for the briefly known warmth and comfort of sharing a bed with her. He made her a separate bed and despite what he suspected were Groot's efforts to get them back together their relationship never quite got back to that point, until last night.  


She'd only been on board a week and already Rocket was more confused than he'd been in his life. He'd had enemies, rivals. Even, all too seldom, friends. The Guardians were the closest thing he'd ever had to a family and Pete had stuck with him even when he bit him. Twice. They stuck with him despite all his issues and Rocket knew, deep inside where it counted, that if there came a time where either he or the Guardians had to die he'd step forward to take the bullet. Just as Yondu had, sacrificing himself to save Pete without a second thought.  


And after only a week, he knew he'd do the same for Lylla. He'd almost died getting her free. He'd do it again in a second. What did that mean? What was happening to him?  


The lights came on in the galley area down the hall and Lylla stirred, wrapped warmly around him and sleepily nuzzling his neck. It wasn't the first time he'd woken up next to someone. He'd been in plenty of prisons where the prisoners slept in piles and he had to find the least smelly crevice in the stack of bodies to sleep. But this was the first time he woke up sleeping next to someone and liked it. Found himself looking forward to the next nap, the warm presence against his side, the fur against fur, the tickle of her whiskers. The touch of someone who might be built a little differently, but was like him in so many ways.  


Gamora appeared in the doorway and tapped the bulkhead gently until Lylla started awake. "Breakfast up in five," she said, and though she smiled to see them back in the same bed she didn't comment on it.  


Lylla stretched and yawned as Rocket slid out of the round, padded bed the two of them filled so neatly. He pulled on his armored tunic, snapping the latches even as he listened to her move behind him.  


He heard the slight hesitations, the wince. The researchers had done a better job on her than they had on him but she still hurt sometimes when she moved. Hopefully Doc Foster could fix that. Hopefully by the end of the day her movement would be as painless as his was after that day-long session on Paul Foster's operating table.  


"Rocket," she chirped as he handed over the harness he'd made for her. She slept in the nude, if you didn't count the fur. Sometimes he did too, but not when he was with her. It seemed wrong, somehow. He always kept on at least his pants.  


"Good morning," he said, and resisted an urge he'd never had before. The urge to lean over and nuzzle her neck, or maybe even to try out this kissing thing that Pete managed so easily. It wouldn't be right, though. It would be taking advantage of someone who relied on him to protect her.  


Not that she needed to be protected, or for him to make decisions for her. She came out of the bed on all fours and hugged him, nuzzling that same spot below his ear where her bite had nearly killed him. "Rocket," she whispered. "Why do you trust me? I almost killed you. And then I, I used you to get me out, even knowing what I'd done."  


Now it was Pete watching from the doorway. Rocket ignored him as he hugged Lylla. "I told you. You were desperate. I did things to get free I still don't like to think about. Yeah, you bit me and rode me out, but you also kept me alive by doing that. Sometimes we do bad things and it still works out all right."  


"That's pretty much our motto," Pete said as Lylla fastened her black and green harness. A few minutes later they were chowing down on eggs and sausage once again (the selection in the cupboard wasn't so good at the moment, everyone agreed) and the highly carnivorous she-otter picked at the muffins Pete had baked, extracting the baked-in berries and happily eating those while leaving the dismembered bready husk behind. That got her a bowl of blue and red berries to munch. Rocket, more omnivorous, ate everything put in front of him including the remains of Lylla's muffins. They both ate more than one would expect, the shipboard joke being that Rocket ate more than Drax. That wasn't true, but their enhanced metabolisms and cybernetics consumed many more calories than a normal forty-pound creature.  


It was a drawback of the Uplift. An energy hungry enhanced brain, reinforced immune system and cybernetics that drew power from the metabolism. The result was that Rocket ate at least twice as much as an animal his size would and more than once had teetered on the edge of starvation back in the bad old days after he escaped from the Halfworld complex. He'd gained several pounds after coming on board the Milano and thankfully had stopped there. Some sort of weight control system must be in place in his engineered metabolism or else he'd be a fat not-a-raccoon now with all the food he put down.  


"You two are going to eat me out of house and home," Pete joked as he shoveled another helping of sausage-and-pepper omelet onto Lylla's plate. She at once set to work eating her way around the peppers.  


"Need to pick up some fish next stopover," Rocket mumbled through a mouthful of food. Like Lylla, he ate with his hands.  


"What's fish," Lylla chirped.  


"Aquatic scaly thing," Rocket said after swallowing. "What you'd probably be eating if you weren't here," which was a diplomatic way of saying the animal she appeared based on was probably a fish eater.  


Peter finished serving Mantis, Drax and Gamora (and a small helping for three-foot-tall Groot, who didn't need to eat much) before speaking. "So, I guess..." He shot a look at Rocket.  


"He told me, yes," Lylla chirped, which got a curious look from Gamora.  


"Told you what?"  


"Rocket found something in my scans he thinks are poison glands," Lylla chirped, and touched her cheek. "So I can just bite once and, and leave my victim to die."  


"Ah," said Gamora, but she didn't miss the way Lylla's voice went weak at the end, nor did she miss how Rocket put his hand on Lylla's when he sensed her distress. That got a small smile out of Gamora. Drax, being Drax, was oblivious.  


"Efficient," rumbled the giant. "What if the target's biology is different? One poison won't work on everyone."  


"Don't know," Rocket said, mouth again full of food. "Might be set each time somehow, though I didn't see any way to interface with the implants. I'm pretty sure they aren't active right now."  


"Because I didn't kill him when I bit him," Lylla said, and the hurt in her voice made Rocket squeeze her hand and whisper something to her.  


"You nearly did," observed Drax, which got him elbowed by Gamora. "What?"  


After that were several minutes of silence as the crew finished eating. "So, we off to Gumwalt?"  


"Xandar," Rocket said briefly. "'Parently Doc Foster's there now. Right in city center where Ronan's ship crashed, even. It'll be like old times."  


After breakfast and a shower for Pete, some self-grooming for Rocket, they made their way up to the cockpit. Peter knew what was coming when Rocket turned up the music. Some Yardbirds, along with the ambient ship noise ought to let them talk privately. Lylla'd probably figured that out by now, but she was too polite to poke her nose in every time the music got turned up. Peter repressed a smile at the song choice, though _Heart Full Of Soul_ was at least a less obvious choice than _For Your Love._  


“I think there's something wrong with me, Pete,” Rocket said, staring fixedly through the windscreen even as his little hands programmed in jumps with no need of input from his brain.  


“No there isn't,” Peter said.  


“I'm goin' soft in the head,” Rocket complained. “All sorts a stupid thoughts.”  


“That's how it starts,” Peter said unhelpfully, and no amount of prying could get him to say any more. Instead he changed the subject.  


"So, Xandar," Peter said as he checked the series of jumps Rocket had set up that would take them there. Naturally there were no errors. "That's a pretty drastic move. I thought you said he was out on Gumwalt keeping a low profile."  


"Because he thought I might track him down and kill him," Rocket said matter-of-factly. "But that's in the past. If it weren't for Doc Foster we wouldn't be having this conversation, Pete."  


"I know, Rock," said Peter Quill, who over the months had pieced together enough of Rocket's horrifying background to know that if it weren't for Paul Foster they'd probably be taking a bounty on Rocket instead of taking them with him. And Doc Foster had fixed up Rocket's shoddily installed cybernetics, too. Peter never heard his friend hide a wince of pain or saw him flinch in the middle of what should be a simple motion any more. And it'd been Foster, too, who had clued Rocket in to the existence of more Uplifts. If the doctor ever needed a favor, Rocket wouldn't have to do it alone. All of the Guardians would be right there to help.  


"Anyway, he's on Xandar now. I have his address but he didn't say what he was doing there. I guess he wants to surprise me."  


And it was a surprise. In fact it turned out to be a whole series of them.


	10. Xandar

**Summary for the Chapter:**

> The team goes to Xandar to have a cyberneticist look Lylla over. They get some surprises on the way.

“Well, someone’s learning,” Rocket cackled. They’d just emerged from jump high over Xandar and the view was dramatically different than the last time they were there.  


Last time they had two heavy attack ships launched from Yondu's Eclector and a swarm of Ravager 2- and 3-man ships to try to stop Ronan's carrier and its huge number of fighters. Nova Corps hadn't shown up until halfway through the battle and even then only with one-man fighters, though admittedly a lot of them. That was nowhere near enough to stop Ronan and the result had been a terrifyingly close call before the Guardians managed it, by luck more than anything else. "Luck and a dance-off," Star-Lord would say if you brought it up.  


Nova Corps had learned. The Milano came out of jump and within seconds was scanned half a dozen times. The jump nexus was surrounded by dozens of weapons platforms ranging from ones barely bigger than the Milano, little more than point defense systems on an armored hull designed to pick off missiles and fighters, to looming fortresses bristling with armament. Sullen red dots appeared on the screens like a rash as the Nova Corps fleet registered on their sensors. None of the vessels bulked as large as the Dark Aster but there were at least a dozen capital ships and twice that many escorts.  


"That is a lot of firepower," Star-Lord said. "Good thing none of it's aimed at us."  


"Where was all of this last time? It could have stopped Ronan before he ever made atmosphere." Pragmatic Drax asked the obvious question.  


"Lured out of position by the attack on the Kyln from what I've read. And most of these forts are new. There are still construction shuttles around the bigger ones." Gamora touched a control. "Traffic control on line one."  


"Xandar control, this is the Milano," Peter said. He opened his mouth to give their registration code but was cut off.  


"Guardians, proceed to beacon 14. Priority lane sigma will take you to the spaceport."  


Rocket looked at Peter. "Priority lane, huh?"  


"What does that mean," Lylla asked from where she was pressed against the windshield. It was only the second series of jumps she'd been through and she'd been too stressed to enjoy the one after she was rescued. The otter found the starscape and brief views of other star systems and planets enthralling. Now she was staring past the glittering dots of ships and forts at the blue curve of Xandar below.  


"It means we were expected and we're getting special treatment," Peter said. "That's all I know."  


Xandar traffic control, once lackadaisical (as witnessed by the fact that Star-Lord, then a Ravager, and even Rocket and Groot once made it to the surface with little difficulty) was stricter now. A chain of lane beacons ushered them down and though no one was actively targeting them, they were certainly being watched just in case.  


"Check it out," Rocket said, and indicated a vacant area near the water. Surrounded by cityscape, this was where the Dark Aster came down and flattened more than a square mile of buildings.  


"Isn't that supposed to be a park now?" Much of the area was scorched-looking, with groves of trees and grass only at the edges.  


"I heard they turned the crash site into a memorial park," Peter said. "I can't imagine they are only this far done with it."  


Five minutes later they were on the ground. The next surprise was Denarian Dey meeting them at the ramp.  


"Guardians, welcome," he said, his slightly tubby body squeezed into his Nova armor as it'd been the last time they saw him. "I see you have some new members."  


Peter made the introductions. "Dey, this is Mantis. She was instrumental in helping us defeat Ego."  


"And its a good thing you did," Dey said as he nodded politely to her. "Ego's spawn, seed, whatever you call it, was right in the new memorial park. Whatever you did stopped it but even so there were many casualties, here and on virtually every world we traffic with. If you hadn't...we wouldn't be here now."  


"Ah," he said, kneeling down to Lylla's height. "The rescued Uplift. I don't know your name...?"  


"Lylla," she chirped. "I've only had a name for a few days."  


"I'm glad you picked one," Dey said. "Some of the others still haven't. I don't like using their old designation, they always jerk to attention and salute." Very politely, and waiting with his hand out for her nodded permission, he reached out and petted her.  


Rocket gritted his teeth. He wasn't sure what came over him at that moment, but the words snapped out of him. "All right already, let's get goin'. We haven't got all day."  


"Its all right," Lylla whispered into his ear as they climbed into the hovercar. "It was just a little pet. Mantis petted you yesterday, right?"  


"I just don't like," he said out loud, then grimaced and leaned close to her to whisper as the other Guardians looked at him. "Don't like bald bodies treatin' us like animals."  


"If they ask, and we know them, and we like it, its all right though, right?" That left Rocket at a loss for words. He let the other Guardians pet him sometimes now. Dey asked for permission first. Why did it bother him that the Nova corpsman petted Lylla?  


"All kindsa stupid thoughts," Rocket whispered to Peter when they got out of the car, and Pete just grinned. What good was it to have a friend who knew about these things if he wouldn't help when you were confused? Rocket was left irritated and grumpy and only recovered when he saw the statues.  


"Oh, what the hell," he said as he looked up. There was a statue of Pete, and one of Gamora, and Drax, and there was Adult Groot (which made him tear up a little, if he was honest). All gathered around a statue of Ronan lying on the ground, his Universal Weapon dangling from his lifeless hand.  


"Look, Rocket," Lylla chirped as she scuttled forward on all fours. "It's you!"  


And it was. There among the others, in his briefly worn Ravager uniform and with his quad-blaster on his shoulder was a statue of him.  


"Pretty sure I'm taller than that," Rocket grumbled, and turned to look at the Nova fighter on static display nearby. "In gratitude to the Guardians Of The Galaxy and the heroes of Nova Corps who fought to protect Xandar," Gamora read off a plaque.  


"I can't believe we got statues," Peter said, then froze.  


Rocket had found it too, and stood silent, his hands gripped in front of him. He and Peter stood side by side for a moment, and the others were respectfully silent.  


"Who's that," Lylla chirped, but neither Rocket nor Pete trusted himself to answer. She scuttled forward to read the plaque herself.  


"Yondu Udonta, hero of Xandar, who fell defending the galaxy from the scourge of Ego the Living Planet," she read. "He will be remembered."  


And there he was, cast in metal, his arrow in flight and his lips pursed to whistle. "My dad," Peter said softly. "My friend," Rocket whispered.  


"They just put that up," Dey said quietly. "He almost got one after the Battle Of Xandar, but his Ravager connections made it 'politically awkward'. He was offered a pardon then too, but he turned it down because his crew wasn't included. The artist already had the statue done but it sat in a warehouse for a year. There are still ships investigating Ego's remains and here," he gestured at the scorched area that made up much of the park, "They burned his...seed? right down to the bedrock. Just in case. Every one of you is a honorary citizen of Xandar now. Including Yondu."  


"What about Kraglin," Peter said, and "Nebula?" Gamora asked at the same moment.  


"Kraglin yes," Dey said. "He's been granted a full pardon, barring any further crimes. Nebula...that's still before the council. She did things that are hard to forgive."  


"So did I," said Gamora, and Dey nodded.  


"I am Groot," said the three-foot tall tree standing close behind Rocket.  


"Wasn't your fault," Rocket muttered. "Yeah, I had to go to get you back to the ship, but if I'd just had one more space suit..."  


"Rocket," Peter said gently. "You know it was a miracle you had as much as you did after getting captured. No one blames you."  


_Almost no one,_ Rocket thought, but he couldn't stay by the statue any more. He'd been weepy enough times in front of the Guardians.  


Luckily Dey was rattling on about granting visiting rights to certain senior Ravagers to visit the memorial park and he was able to bottle up his weakness, stuffing the feelings down into the hole in his heart the way he always did.  


But he couldn't fool Lylla. She'd known for a week but already she could read him like a book. Rather than saying something she just took his hand and he, the otter and Groot spent another minute looking up at Pete's dad until it was time to go.  


"Where now," Peter said as they piled into the hover car.  


"To visit your doctor friend," Dey said from the front seat, and it was Rocket's turn to grip Lylla's hand as she tensed up. 

“It'll be all right,” he whispered, and from the other side Gamora put her hand on Lylla's shoulder.  


“He's right,” she said. “Doctor Foster has helped us several times now. I'm even thinking of having him look me over, though between the two of us Rocket and I keep my cybernetics in good order.”  


Lylla nodded, but she was still tense. If he'd know what would happen over the course of the rest of the day, Rocket would have been too.


	11. "Welcome to Sanctuary."

**Summary for the Chapter:**

> The Guardians meet some of the other Uplifts rescued in the operation that recovered Lylla.

It wasn't a long ride. The hovercar followed the ring road that ran around the edge of the park, or what used to be a park before Ego's sprout attacked. Nova Corps, in an abundance of caution, had used something (probably a squadron of hovering fighters) to burn the remaining mass after it went inert. The explosive growth of the Ego-mass happened in two stages, corresponding to the two times Peter was used as a "battery", and Nova wasn't about to assume the once-again-inert mass would stay that way. As a result most of the memorial park was a field of congealed lava and scorched vegetation.  


"They've been scanning it daily to make sure we didn't miss a single crumb of whatever Ego was made of," Dey said as he drove. "Another week and they'll call it good and start rebuilding."  


A fringe of trees remained at the edges of the park, and Dey drove down the ring road until they passed through a guarded gate. Ahead was what was once and would be again a sports field, twenty acres of grass surrounded by trees. An air-transportable field hospital sat to one side, as did several prefabricated buildings.  


"Rocket," Lylla said, her face pressed against the window, and the raccoon was right there beside her, for on the grass next to the hospital two Uplifts were sparring.  


Both were similar in size to the raccoon and otter, but were clearly of differing species. The taller was gray-furred, rounded of head and short of muzzle, with a long cylindrical furry tail and retractile claws that appeared and disappeared as he fought. He stood on two feet, while his opponent used a more feral style.  


This second Uplift was built somewhat like Lylla, cylindrical of body and short of leg, with a powerful triangular muzzle and a bushy tail as brown-black as the rest of him. Though the gray-furred Uplift was fast and skilled it was immediately obvious the feral was easily the deadlier of the two. It only took ten seconds for the low-slung creature to bait the gray into a kick, dart beneath, run right up the gray's back and deliver what would be a fatal neck-bite in a real contest.  


"Brrr," Peter said. "That one's fast."  


"That's Sharptooth," Dey said as he brought the cat to a stop. "Deadly little guy. The doc'll explain but we've found that there are different 'types' or classes of Uplifts among the rescuees. Some got a mixture of skills, like Rocket here has piloting, weapon skills, and mechanical skills. Sharptooth is a pure combat model. He was built to kill and he is very good at it."  


The feral Uplift popped up on its hindpaws to look at them as they exited the car, and quick as a flash it shot over to them on all fours, followed by the gray. "Ah!" said the feral, rising once more onto its hindpaws. It was unclothed, save for a black harness that blended into its fur, and male. "It is Rok-ket and Nine-Six-"  


"Lylla," interrupted the otter as Rocket was opening his mouth to say the same thing. "I'm Lylla now."  


The gray-furred uplift, who wore a pair of shorts unlike Sharptooth, stuck out his hand awkwardly. "Hello Lylla, Guardians, Dey," he said. "I haven't picked a name yet, so I just go by Foxtrot."  


"But you're a cat," Peter said, causing Rocket's elbow to thump into his thigh on one side and Gamora's to whack into his ribs on the other. "Ow! That's not what I meant!" He said defensively. "I know what 'Foxtrox' is. But you're a Terrain cat, and Sharptooth here is a weasel or something. And Rocket and Lylla - you're all from Terra!"  


"The doc will explain," Dey said patiently. "Sharptooth, Foxtrot, you'll get a chance to talk to the Guardians at dinner with the others. We have to go see Doc Foster now."  


"See you at din-ner," Sharptooth said, which would have been less disturbing had the carnivorous Uplift not been looking them over much the way a hungry man looks at a steak. He and Foxtrot then returned to their exercise. No bolts showed through the feral's thick pelt but the usual signs of Uplift and surgery were visible on shorter-furred Foxtrot's back as he turned away.  


"I know that movement," Gamora said as she watched them. "Lylla does that one too." The feral Uplift once again closed in at lightning speed to mock-bite the gray, who at least got in a clawed swipe this time. Both were holding back in the perfectly measured way that intense training, or programming, leads to in sparring.  


"By the way, don't pet Sharptooth," Dey said. "Or rather, don't try to pet Sharptooth. He's working out some socialization issues." He unconsciously rubbed his hand.  


"So is Rocket," said Peter.  


"Yeah, yeah," Rocket grumbled, and Drax laughed, Lylla giggled, and even Gamora smiled.  


The passed between two prefab buildings. One was open on the side, exposing a long work area with tables and workbenches. Three more Uplifts were here, two long-eared ones with white and brown fur and a long-furred black and white creature with a great bushy tail. All were so engrossed in working on their projects that it wasn't until Peter spoke that they looked up.  


"More Terran creatures, Rocket. Bunnies and a -"  


The black and white one jumped, dropping a piece of the rifle she was disassembling. "Rok-ket," she said. "It is Rok-ket!" The others leapt up, tearing off their welding goggles to look.  


"Um, yeah," the raccoon said, edging away from the intense gaze of the three. "Yeah, its me."  


"Rocket, please," the white-furred long-ear said, and pushed a tray of parts across a table to him. "If you would."  


"Oh," Rocket said, and felt across the parts with his sensitive little hands without seeming to do more than glance at them. "All right."  


The Guardians had seen him do it before, the intuitive grasp of shapes and mechanisms that was his greatest skill. Snap! went two parts as they were joined, then a series of clicks almost too fast to follow as he fitted them together. What seemed a random collection of components became a pulse pistol, a higher-tech sibling of the Gauss gun that used miniaturized gravity generators in series to accelerate projectiles.  


"Power cell's a dud," the raccoon said as he set the completed weapon down. "Too light. No storage core. For safety while training, right?"  


"Yes Rok-ket," said the black and white one. "Thank you for showing us." She already had the pistol half apart again, showing the same intuitive grasp of its design as Rocket, though to a lesser extent, perhaps due to lack of practice or less aptitude.  


"Not used to being a rock star, are you," Peter said as they finally approached the clinic.  


"I am Groot."  


"I don't know what that means either buddy," Rocket said, but he was still looking over his shoulder at the workroom. He stopped dead when he turned around and saw the sign over the door.  


_Welcome to Sanctuary,_ it read.  


"Sanctuary..." Lylla chirped, and Rocket nodded. At that moment he saw her ear flip around. He'd learned early on that her hearing was better than his but even he heard a faint footfall and looked for the source. Gamora, too, was suspicious about it and turned to look, her hand on her sword.  


There was nothing there. Wait, no, not nothing. There was a distortion in the air, as though part of the building wall was closer than it should be. Rocket sniffed, listened, looked.  


"You still cast a shadow, dumbass," he said, and watched as something - an Uplift! - faded into view. He was quite naked, solid black of fur and wearing silver goggles with red lenses. It was as he watched the Uplift's fur lose the color and pattern of the wall behind it and resume its natural hue that he realized what was going on.  


"Active camouflage!", he exclaimed, and slapped his forehead. "Why didn't I think of that! Lylla, that layer under your pelt. It has to be active camo!"  


"Hi Rocket," the long-eared Uplift - Peter would later call him a "bunny" like the two at the workbench - said. "I'm Blackjack. We met when you rescued me."  


"Oh yeah, the guy who was being operated on," Rocket said, and accepted a handshake. "I'm glad you got out. I lost track of you when we got to all the cages." _And I nearly died,_ he didn't say.  


And then it was finally time to enter the clinic. There was one more surprise waiting for them there, and it wasn't a pleasant one.


	12. At the clinic

**Summary for the Chapter:**

> Lylla has the long-awaited operation to tune up her cybernetics, and Rocket meets both and old friend and a new enemy.

"Ah, Rocket and the otter Uplift," said the Kree man sitting behind the desk. "Doctor Foster is expecting you."

An inarticulate growl came from Rocket as his lips drew back to expose his fangs, and Peter instinctively put his hand on the raccoon's shoulder as Rocket's ears went back as well. "Please don't shoot him, Rock," Peter said, for though Rocket didn't have the usual huge weapon clipped to his back it was safest to assume he was always armed.

"What are you doing here, Zek," the raccoon snarled.

The Kree was unfazed. "Working," he said, and stuck his foot out from behind the desk so they could see the monitor anklet. "It was this or a cell and I picked this." Lylla had shrunk against Rocket when Dek appeared, but she recovered quickly. "Rocket, Doctor Dek-Karr wasn't as bad as some of them. It's OK."

"It had better be," Rocket growled, and then the green light came on over the inner door and Paul Foster came out. "Rocket! And you must be Lylla. I've heard so much about you." Just as Dey had done he knelt to put himself at her level and politely waited for her to nod before petting her. This time Rocket didn't snap. It was Doc Foster, after all. But it still bothered him, though he couldn't say why.

"Doc, I think I know what that layer under her fur is. Active camouflage, right? Photoactive engineered fur controlled by a computational substrate. And I bet whisker-sensors growing out with the fur read the surroundings so the camouflage can be adjusted."

"You must have run into Blackjack," Paul said with a grin. "He does love to sneak up on people. He's our invisible bunny. It's part of the Sharptooth package, for stealth and assassination."

"Sharptooth can do that too?" It was Gamora. "I was already impressed by him."

"Sharptooth is an Uplifted, enlarged sable," Doc Foster said. "Carnivorous, like you, and a distant relative of yours, Lylla. From the same species family on Earth."

"Terra," Rocket said. "And the others?"

"I'm afraid so, Rocket. Every Uplift in this new batch is a modified Terran animal. We don't know why, but the other outfit Nova is investigating is using Terran species too."

Rocket chewed on that as the Guardians made their way into the medical theater. Dey excused himself and left as Lylla, aided by a set of steps sized for Uplifts, clambered up onto an examining table.

"Rocket sent detailed scans and notes ahead of time," Paul Foster said as he held up a probe. "Lylla, I'm going to start by accessing your central data hub, if I may."

"Of course, doctor. Rocket did that too." She didn't flinch as he removed the cap from a port on her back and clicked the probe hilt-deep into it. The doctor looked up as holographic screens sprang to life.

"What Rocket didn't have is a software system designed to work with your cybernetics," he said. "I do, thanks to recovered computers and help from Zek. Among other things, there are digital files stored in there that...Ah, here," he touched a bar graph. "This graph in the developer notes represents, in simplified form, your 'design parameters.'. What they wanted you to do. See, linguistics, semantic and body language interpretation - all diplomatic skills - and at the other end, part of the Sharptooth package. That means close combat programming, poison glands and active camouflage for assassination or escape. They meant you to be a diplomat who could kill at need."

"I know," Lylla chirped. "But none of that's working right now, right?"

"They must not have gotten to the training portion where it was needed," Paul guessed. She nodded. "It can all be turned on easily. Let's start with the camouflage. Blackjack, I need your goggles."

The bunny reappeared in the midst of the Guardians, much to Gamora's unease and sporting a wide smile as he took off the goggles. "Can't see without 'em," he said. "Eyes are invisible too you know."

"Not actually invisible," the doctor said. "But close enough. If you're not in bright light (since you'll still cast a shadow) and especially if you move slowly you're damn hard to spot. In areas of irregular light like a forest you might as well be truly invisible. It's not so unnerving when you only use it to spy on the lady's showers," he said, shooting a glance at the rabbit, "More so when you consider the intended function. There."

He typed briefly on a data pad. "Lylla, that's all it took. They had everything done except the activation."

Blackjack faded out with a disturbing cackle and made his way out of the room blind, assuming he told the truth about that. Or maybe he was lurking in a corner somewhere. There was too much ambient noise from the medical equipment to be sure where he was and Rocket elected to ignore the peeping bunny. He had other concerns.

"Try it, Lylla," he said, and passed her the goggles." She nodded and put them on, taking a moment to adjust the strap.

"Be advised that active camouflage burns a lot of calories," Doctor Foster said. "You'll need to eat more if you use it a lot."

Lylla giggled. "I don't think anyone will notice. I already eat a lot." She got the goggles adjusted just as Foster spoke again.

"You should instinctively know how to -" and just like that she was gone, fading so completely into the background that Rocket had trouble seeing where she was though he'd been looking right at her. Then she slipped sideways and he lost her entirely.

"Man, they did a good job on that," he said, unable to disguise his admiration despite hating the men who'd done it. "It really seems like you can see through her."

"Like I see through you," she breathed into his ear, and followed with a nip that made him jump. She always went to that same spot, where her bite had nearly killed him, but gently, almost like a kiss.

He realized she'd slipped out of her harness to disappear and that she was slinking around the room naked. Otherwise her clothing would be floating there unsupported. "I'll have to work on your stuff so it disappears too."

"If you'll get back on the table, Lylla," said Doc Foster, and then she was there, fading back in as she donned her harness. "Activating your poison glands is a little more complicated."

She shrank away from him, the smile falling from her face. "I don't, I don't want that."

"Now don't decide so soon." Gently, and waiting for permission as he had before, he reached out and stroked her from ears down over the nape of her neck. When she had relaxed he went on. 

"Those glands are sophisticated. You'll have conscious control, and 'venom' is an oversimplification. You'll have about six doses of it available per day and if you can get a sample of the target beforehand, with a kiss or a lick, you'll be able to make custom drugs that only work on that one. It's a useful skill. Even without that you can make knockout or paralysis drugs instead of killing poison. Think of it as a six-shot pistol, with each of those 'shots' tailored ahead of time according to your wishes. You could have all knockout bites if that's what you want or just never dispense any at all."

"And you could remove them later if I change my mind?"

"Of course. Or right now, if you want."

"All right." The other Guardians were polite enough not to smile when she reached out to take Rocket's hand. The doctor went on.

"Lylla, to activate the glands, and to work on your cybernetics to fix the problems the scans found, you know it's going to take surgery. Please tell me you won't be an idiot like him," he inclined his head good-naturedly towards Rocket, "And that you'll let me put you under."

"Well of course, doctor," she said, sounding genuinely puzzled. "Why wouldn't I?"

Doctor Foster sighed. "Some will and some won't. It's a trust issue," he said. "And I understand perfectly why it's there. Rocket, this shouldn't take too long, and the nurse can monitor her vitals, but would you like to stay and assist? I could use another good eye and you may need the info on her cybernetics we'll get doing this."

And the unspoken part: _Because even though I am your friend and you trust me as you trust no other doctor, you aren't leaving her side, are you?_

"Sure, Doc," said Rocket as lightly as possible. Paul Foster was right. Though he couldn't have said why, nothing short of death would take him from Lylla's side now. Not when she was going to be under the knife. Drax and Gamora, knowing from experience that the doctor could be trusted, left to talk to some of the other Uplifts but Groot was as inseparable from Rocket as always and Peter was there too, reading magazines at a table as Rocket passed the doctor tool after tool. 

Watching Lylla be cut open was more painful even than he'd imagined. He'd rather be there on the table himself, once again conscious as he was operated on. Between the nurse replacing her blood and fluids as fast as they drained out and advanced drugs keeping her stable, though, she was never in any real danger. Thankfully the procedure took little more than an hour. 

He had been on the table for ten, but much of that was fixing years of degradation caused by a justified fear of doctors. Lylla's cybernetics were new and only a few teething problems were causing her pain. The deep scans Rocket sent told Paul right where to go and what to do. In less than two hours the otter was conscious again, showered, and back in her outfit.

"Feeling better?" Rocket asked, and the she-otter smiled and hugged him. It was that simple. The operation they'd both feared had come and gone in an afternoon.

"I can feel the glands now," she said wonderingly as she touched her cheek. "It really is like a six-shot gun. I can feel the empty 'chambers' as though they were missing teeth and I know how to fill them with poison or drugs."

"Well, don't unless you want to," Rocket said. "Just because someone gives you a weapon doesn't mean you have to use it."

"We're done," Doctor Foster said, and for the second time refused payment. Nova Corps had co-opted him as the authority on Uplift cybernetics and he was being well paid for his time, he assured them. In effect he'd been conscripted. Luckily it was work he would have happily done anyway.

"Dinner's in two hours," he went on. "You can spend your time as you like until then, but I'd appreciate it if you attended and spoke to the other Uplifts. They've been looking forward to meeting the Guardians and especially you, Rocket."

Just then Rocket's data pad beeped, and he showed the message to Lylla. _We should talk,_ it said, and it was from Doctor Zek.


	13. "Something like you."

**Summary for the Chapter:**

> Three little words that could destroy a man's soul. But three other words, if uttered by the right person at the right time, can save it.

"Okay, doctor. And I use that term loosely," Rocket growled. "You wanted to talk to me. Here I am."

The kree doctor looked at Rocket, then at Lylla sitting next to the raccoon, the back at Rocket. "I hoped to talk to you alone."

"Close as you're gonna get, doc. You're lucky the others aren't here."

"All right." The blue-skinned man leaned back in his seat. "Rocket, did you know, the reason you have '89' in your name, excuse me, your designation, is that Halfworld used the Kree calendar. Your Uplift project began in year 6689 Imperial." 

"Yeah, so?"

The Kree pointed at Lylla. "Since we were proceeding from their notes, we used similar naming practices. Her designation starts with 96. Between 6689 and 6696 there was virtually no Uplift research anywhere."

"Halfworld labs blew up, and no one really has any luck with supersoldier Uplifts." Rocket shrugged. "And it's not worth it to engineer slave uplifts. They almost always rebel eventually. Few races out on the fringe have 'em, though."

"Ah yes, the lab explosion." The doctor tapped a finger on the table. "Right after you escaped. Convenient timing. A reactor with a hundred safeguards goes critical and no one but you and your friend Foster got out."

Rocket flicked an ear irritably. "Get to the point."

The kree nodded. "Supersoldier Uplifts aren't worth the trouble. Such was the institutional opinion. There'd never been one that was worth the expense. As far as anyone could tell, you were no exception. Just another violent little escapee, not worth anyone's trouble."

"And?"

"So no one paid much attention to you. You were just a small time thug, bounty hunter, mercenary. Not much happening there to attract any attention. Until you joined the Guardians. Until you helped save Xandar, and even then, not much attention was paid. You got a statue eventually, maybe you've seen it, but the research community didn't care. Then you helped save life as we know it last year. 6696 Year Imperial. Suddenly you were well known. There was even a children's show on Hala..."

"Yeah, I got a few Units from that. Funny, Kree still look down their noses at me."

"...Successful, an ace pilot, a known tech genius who built bombs out of-"

"Wait a minute.". Rocket leaned forward. "Are you saying the creeps that ran that new Uplift team, 'cluding you, did it because of me?"

"That's right.". The Kree couldn't help but look smug, but it didn't last. "An active, successful Uplift? Maybe it was worth another look. So we hired some Ravagers to go to Terra and collect wildlife - best to start animals from the same planet, though for some reason they didn't bring back any raccoons - and we set to work. Mine wasn't the only team to be funded. We weren't the only ones to make that mistake."

"What mistake?" This time it was Lylla chiming in.

"Ah yes, Lylla, is it now? We were nicer to your crop of Uplifts than Halfworld was with 89P13. I only have to look in Paul's eyes when the subject comes up to know how guilty he feels. The hell they put you through," he glanced at Rocket, "It's a marvel you're sane. We were nicer to our Uplifts. But not nice enough. It's an ugly process, surgery, drugs, nanotech. Painful, no matter how gentle you try to be, and we weren't as gentle as we could have been."

"You aren't saying anything that convinces me I shouldn't kill you, doc," Rocket growled, and Lylla put her hand on his.

"Ha!" The Kree was genuinely amused. "You don't need to! Sooner or later one of these Uplifts is going to have a nightmare, or just a bad day. Then I'll wake with Sharptooth's fangs in my neck, or Blackjack will be waiting invisible with a knife, or Alyssum - maybe you haven't met Aly, our little chemist-cook with the whiskers and the cute pink nose - will put something in my food and I'll go to bed and never wake up. They all remember me, you know. Some weren't even intelligent when I did my work, but they remember."

"Not grievin' here, Doc."

"That's what happens when one of them has a bad day, Rocket. One of the tech ones, they might get into the reactor and then there's just a crater here in the park."

He paused, took a sip of water. "What happens when someone who can build a bomb that will kill a Celestial has a bad day?"

"Not following you, Doc." But Rocket was. Lylla could see the tension building up in his small frame.

The Kree leaned forward. "They aren't on your level, are they? Our techs. They're good, yes. But Halfworld captured lightning in a bottle. It's your brain I worry about, Rocket. Not your guns or your piloting skill. Your brain. They made you too well, Rocket.

"What happens when the Sovereign or the Kree or Nova (because I've tried to convince them to kill you. I really have) sends an assassin and one of your friends gets killed instead? What happens when she," he stabbed a finger at Lylla - "Stops the bullet meant for you?"

Rocket was silent. Lylla opened her mouth to speak but the kree went on. "What happens is someone who can build a bomb like that from practically nothing, in minutes, spends days or weeks or longer thinking that the Sovereign home world, or Hala, or Xandar, should go away. And it does. And then you're not Rocket, the Guardian, the bounty hunter, the mercenary any more. You're Rocket Raccoon, Destroyer Of Worlds.

"And only afterward, as we watch the ash fall from the burning sky and we count the dead in their millions or billions, that we realize we didn't need to fear the Brood, or another Kree-Skrull War, or another Ronan, or Thanos. We didn't need to fear a monster coming to get us. Because we'd already made our own."

"That's hardly fair." Lylla, as Rocket was still silent. "Rocket's saved -"

"This is what keeps me awake at night. You asked why I volunteered to work here, Rocket. This is why: because if I show these Uplifts that even the men who made them aren't all bad, if we give them lives, and hope, and love, and if we're very, very lucky, one of them won't turn into something like _you._ A mass of hate, and fear, and awful memories attached to a brain that could kill us all."

The Kree doctor pushed his chair back with a scrape of metal. "That's what I had to say. If you're not going to kill me, I have work to do."

The door clicked shut behind him as Lylla sat staring at Rocket. "He's right about me, you know," the raccoon whispered.

"No he isn't, Rocket." She leaned close for comfort, and even her scent, which always relaxed him, had no impact.

"I could do it," Rocket went on. "When Ronan came here with an Infinity Stone, one of the greatest weapons in the universe, I thought 'What an amateur.' I don't need a Stone. Give me a few days in the air vents of a major power plant and I could turn this world into a smoking cinder. And every time they kicked me, threw me in jail, pushed me around for being a freak, I thought about it. I'm a time bomb, Lylla. It's just a question of how many people I kill when I go off."

He exhaled, and began to rise from the chair. "I'm not safe to be around. I should just go."

"Rocket." Her grip on his arm was strong. Maybe he could twist free, but he didn't try. "Rocket. I could kill you right now. My venom glands work now, I could bite you once and you'd be dead before you got to the door. You trust me not to. Why?"

"It's not...it's not in your nature."

Now she tugged, and down he came into the seat again, unwilling to resist. It never occurred to him to resist her. "Drax could kill every doctor in this compound. So could Gamora. By the time Nova troops arrived the place would be a slaughterhouse. Peter could fly the Milano into a building and kill who knows how many people. Why don't they?"

"They would," Rocket muttered. "If there was a good enough reason."

"Rocket." Lylla nuzzled the side of the raccoon's neck, and finally he reacted, pressing back against the now familiar contact. "You're dangerous, Rocket. Maybe you are a bomb. But you're our bomb. _My_ bomb. And when you blow up a planet, I know it'll be for a good reason."

"When I blow up _another_ planet," he mumbled, but there was the ghost of a smile.

She stood, and pulled him up after her. "Now you hold up your head and you tell yourself, 'I'm not going to let a doctor who admits to being a monster call me one.' You said it yourself, Rocket. We don't have to be what they made us to be. They made me to kill, and I'm not going to unless I have to. They made you to be a weapon. Well, be a weapon then, but only when you think it's right. And stop moping! Don't give that das't asshole the satisfaction of destroying you with a speech."

There had always been a core of fear, of loneliness, of hate deep inside Rocket. Groot had concealed it for a time, and the Guardians covered for him whether they knew it or not, and slowly he'd healed. But only in the last few days, snuggled up next to a warm body so much like his, breathing in her scent as she slept, had Rocket ever really felt like he belonged.

There was one more thing. One more terrible thing in the way. "Lylla," Rocket said. "Its my fault. They went to Terra and got you, or your parents, and all the other animals to Uplift. They did all that to you because they wanted to make more like me, and they took Terran animals because the only effective Uplift they knew was of Terra. Me, Rocket the rac," He forced himself to say it, "The raccoon. They took you, they tortured you to make more tools, more weapons. It's all my fault."

"They're going to offer me a job you know," Lylla said, as though he hadn't spoken. "I heard Doctor Foster talking to Dey. They want a liaison between the Xandarian authorities and not just these uplifts, but any more they find."

She understood. She understood that he was too dangerous to be around, that he wasn't worth it.

It was a perfect job for her, Rocket knew. Ideally suited to her skills and personality. And safer, by far, than remaining with the Guardians. Here she would be safe and happy. This was better for everyone. Rocket forced himself to smile, and opened his mouth to congratulate her.

But it didn't happen. As though under another being's control his little clawed hands reached out to take her webby ones. And the words that came out of his mouth, three little words, were perhaps not the ones she expected, but they were good enough.

"Please don't go," Rocket whispered, and for the first time in his life he was the one to propose a kiss. It was eagerly accepted.


	14. Dinner and a dance

**Summary for the Chapter:**

> It ends with a dance number. How else could it, really?

It was no real surprise that Sharptooth ate his meals raw, and bloody. It was also no surprise that the feral Uplift had a noticeable space around him at the table. People gave him elbow room. But they didn't shy away from him. Rocket nodded his approval as the sable looked up, red-muzzled, and reached out to take a cup from Blackjack.

"You knew this was happening to me, Pete," Rocket grumbled. Lylla was off talking to Doc Foster about some trivial matter. "Why didn't you warn me? I didn't know what the hell was goin' on."

"I don't know what you're talking about, Rock," Peter said with an admirably straight face.

"'That's how it starts'," Rocket quoted. "You knew. You been through all this, why didn't you help?"

"The battle for a man's first love is a battle he must fight himself," Drax rumbled.

"You too, Drax?"

"I am Groot."

"I know you were pushin' our beds closer together. You think I couldn't smell where you touched 'em? How did you know, though? No offense buddy, but you're a tree."

"I am Groot," said the tree, who stood perhaps a foot taller than Rocket now but was still a shadow of his former self.

"Oh," said Rocket, and he looked down at the table. "'Course you do."

"What'd he say, what'd he say," Star-Lord said, poking Rocket with his elbow.

"He said," Lylla said as she returned, "'As soon as you had me bring her your bed, and then limped over and climbed in with her when she was afraid, I knew. I'm not like you, but I know what love is'."

"Woulda done that for anybody," Rocket grumbled.

"No you wouldn't," Peter said with a grin. "And I've never seen so you so desperate to apologize to someone. It was obvious, man."

"I'd just never met anyone who, who," Rocket fished for an explanation.

"Smelled so nice?" Lylla said, and nuzzled his neck.

"Was like me," Rocket finished. "Knows what it's like to be like me. And smells nice," he smiled.

"Shrimp?" said the white-furred Uplift with a darker mask around her eyes. She had Lylla's long body but fluffier fur and resembled a less massive version of Sharptooth. 'Ferret', Peter had called her.

"Thank you Alyssum," Rocket said, and took a pot of cooked shrimp for himself and one for Lylla. "Doctor Zek's afraid of you, by the way."

"He should be," said the ferret with a fanged smile. "I make most of the food around here. It'd be easy to 'accidentally' put something bad in his dinner. But look at him," she said with a nod in the Kree's direction.

Rocket didn't need to. He'd already seen the badly concealed fear on the doctor's face as he tried to keep track of every Uplift in the room. Blackjack and Sharptooth were helping his blood pressure rise by fading partially out of sight every time he started to look away from them. He'd snap back around, trying not to look panicked, and they would be fully visible again, innocently eating their dinners.

"He wasn't so bad," Lylla chirped. "I kind of feel sorry for him."

"Just as Ego's crimes finally destroyed him," Mantis said, "the doctor's will haunt him to the grave."

"That's why he provoked you, Rocket. He wanted you to kill him," said Lylla.

"He wanted to kill someone," Rocket said with no pity in his voice. "Me or him. I don't know what would have happened if you hadn't been there."

Rocket's wrist computer pinged, and he stood, the tail of a half eaten shrimp hanging from his mouth. "Back in a bit. Lylla?" She didn't need his help to rise, but he held her hand as she did anyway.

"It's weird seeing him so..." Peter said.

"Happy?" Added Gamora.

"Whole. I think he's finally whole. It's like she is everything he was missing in life. When we met him he desperately wanted respect, and he finally got it. But whether he knew it or not, he was still missing something."

"Love?" Mantis said. 

Peter looked thoughtful. "Maybe. Or maybe it's just what he said, 'Someone like him.' But he loves her all right. I wonder how she got him to say it."

"She put him a situation where he either had to admit it or lose her," Gamora said, and bit the head off a shrimp.

"Yeah, I know that one," Peter said, and smiled as he took her hand. "Dance later?"

"Definitely."

Rocket and Lylla made their way past the newest Uplifts, the ones recovered by Nova Corps from yet another illicit animal research project. This research team had experimented on larger Terran species. Among the half dozen odd creatures was a large hard-shelled reptilian thing and a massive, tusked aquatic creature so nonanthropomorphic that it used extendable waldoes in a chest pack to manipulate its environment. Rocket had spoken to 'Wal' for a few minutes earlier, and respected the mind housed in that whiskery thick-skinned head.

They reached the Uplift-sized podium and Rocket cleared his throat before speaking into the microphone. "Hello, everyone. You know who I am. The first thing I'd like to say is that everything you've been through, the pain, the horror. Some of it is my fault."

He took Lylla's hand before going on. "Because I joined the Guardians, and with them saved lives, abandoned Uplift projects were revived. People will always try to copy success. Bad people will do it no matter how much they must hurt others to do it."

It was Lylla's turn to speak. "Earlier today, I was offered a job as the liaison from we Uplifts to Xandar. My communication skills were considered useful. I refused this offer."

That provoked quiet conversation in the small groups of Uplifts. "We had another idea. Right now, out there among the stars, other research teams are torturing creatures like us to create more tools, more weapons."

Rocket again. "And we are going to find them, stop them, and free the new Uplifts. Nova Corps has agreed to fund the Guardians in their effort to do this and house any we free. We're going to be very busy. At some point we'll need help. I already know where I'll find some of it." Across the room he looked at the small table that held Sharptooth, Blackjack and gray-furred Foxtrot, then his gaze picked out a few other Uplifts in the room. Blackjack, speaking for his table, looked back and nodded emphatically.

When he went on, his voice was so low they had to strain to hear. "I envy you. When I escaped, I was the only Uplift I knew of. You, even in this small room full of you," he gestured, and his voice returned to full volume, "Are not alone! And soon there will be more. One day we'll have a whole community. One day I hope to help build us a home.

"For now," and he looked across the room at Doctor Zek, seated next to Paul Foster, "Don't hate these men. Some we will have to kill, but most are merely misguided. The truly bad ones we'll make pay. The others we'll let the law punish. Sometimes, letting them live is more cruel than the alternative," he said with a grin, and his eyes never left the researcher who'd led the team that made Lylla. The man who lived now surrounded by people who loathed him, never knowing when one might strike. It would be a lonely existence. Rocket knew what that was like.

One day he might forgive Zek. He'd forgiven the men who created him, eventually. But he wasn't there yet.

Lylla leaned forward to speak. "Dessert will be served in a little while. For now, I'd like to see how many of you know how to dance!" With that Peter plugged a line into his Zune and music came from the room PA system. He and Rocket had argued over the playlist, but both agreed that a song from that thing called "Grease" was the way to start.

It was a strange way to end the evening, to Rocket's thinking, but it had its moments. Watching two-meter-tall Drax dancing with a ferret less than half his height, watching Groot grin and flail his tendrils like jump ropes at a lightning-quick sable who slipped past to run up and over him before springing off to dodge again. Watching three bunnies dance, one flicking in and out of visibility and the others trying very hard to find him before his sneaking hands found their way into untoward places. Watching Peter and Gamora dance, not for the first time. Watching a one-ton walrus undulate along the floor, laughing all the while as smaller Uplifts used his huge body as a slide.

And dancing with Lylla, of course. Rocket was strong, a good fighter (though not as good as her, he'd admit), an expert marksman and pilot, and the best intuitive technician anyone hereabouts had ever met. 

But a terrible dancer. Rocket cursed as he trod on her foot again, and Lylla giggled. "It's OK, dear. Give it time, you'll learn." Dancing apparently fell under the increasingly nebulous umbrella of 'diplomatic skills' that she was good at.

"Just so long as you're my teacher," Rocket said with a grin, and pulled her close. At least he was figuring out this 'kissing' business.

A week ago he'd been alone in a galaxy full of people, the only one of his kind. There was still only one Rocket, one Uplifted raccoon. There was also only one otter. Most of the other Uplifts were singletons too. 

That was all right. The others would learn what he'd finally learned, if they didn't know it already. You didn't need someone exactly like you to fall in love. "You're the one that I want, indeed," Rocket said with a grin.

"You're the one that I need," Lylla said back. And the dancing, the kissing, and what came later, that turned out to be a fine way to end an evening after all.


End file.
